U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2000
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File No.
-----------
2-98075-D
VENTURES-NATIONAL, INC.
-------------------------------------
(Name of Small Business Issuer in its Charter)
UTAH 87-0433444
-------- ------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 SOUTH 900 EAST, SUITE 110 SALT LAKE CITY,
UTAH 84117
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
VENTURES-NATIONAL, INC
-------------
(Former Name or Former Address, if changed since last Report)
1509 49TH STREET SOUTH
GULFPORT, FLORIDA 33707
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: Common
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company 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
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: June 30, 2000 -
$0.
<PAGE>
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
June 30, 2000 - $293,583. There are approximately 293,583,687 shares of
common voting stock of the Company not held by affiliates. Because there has
been no "public market" for the Company's common stock during the past five
years, the Company has arbitrarily valued these shares at par value of $0.001
per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None, Not applicable;
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
JUNE 30, 2000
293,583,687
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
---------------------
Organization and Charter Amendments.
-----------------------------------
Ventures-National, Inc. (the "Company") was incorporated under the laws of
the state of Utah on March 1, 1985. On December, 1986, the Company signed a
letter of intent with Woroner Technology Corporation of Florida, manufacturer
and seller of electronic systems and non-electronic products for both the
military and consumer markets world-wide. On May 14, 1987, the Company acquired
through an exchange of common stock all of the outstanding common stock of
Woroner Technology Corporation, a Florida corporation, pursuant to an Agreement
and Plan of Reorganization dated as of March 19, 1987. The Company was involved
in the manufacturing and sale of electronic systems and non-electronic products
for both military and consumer markets. These operations proved to be
unsuccessful and ended over ten years ago. Because the Company has no assets and
conducts no material business, management anticipates that any such venture
would require it to issue shares of its common stock as the sole consideration
to acquire the venture. This may result in substantial dilution of the shares of
current stockholders. The Company's Board of Directors shall make the final
determination whether to complete any such venture; the approval of stockholders
will not be sought unless required by applicable laws, rules and regulations,
its Articles of Incorporation or Bylaws, or contract. The Company makes no
assurance that any future enterprise will be profitable or successfull.
The Company's initial authorized capital was $100,000, consisting of
100,000,000 shares of one mill ($0.001) par value common voting stock. See Part
II, Item 13.
On August 26, 1985, Articles of Amendment were filed to amend Article III,
of the Articles of Incorporation. See Part II, Item 13.
On August 12, 1985, Articles of Amendment were filed to amend the initial
authorized capital to $500,000, consisting of 500,000,000 shares at a par value
of $.001 per share. See Part II, Item 13.
On May 1, 1987, Articles of Amendment were filed to amend the initial
authorized capital to $950,000, consisting of 950,000,000 shares at a par value
of $.001 per share. See Part II, Item 13.
Material Changes in Control Since Inception and Related Business History.
-------------------------------------------------------------------------
Business.
---------
Other than the above-referenced matters and seeking and investigating
potential assets, property or businesses to acquire, the Company has had no
material business operations for over ten years. The Company may begin the
search for the acquisition of assets, property or business that may benefit the
Company and its stockholders, once the Board of Directors sets guidelines of
industries in which the Company may have an interest.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor, and will be unable to do so until
it determines the particular industries to the Company.
Risk Factors.
------------
In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified; however, at a minimum,
the Company's present and proposed business operations will be highly
speculative and be subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Extremely Limited Assets; No Source of Revenue. The Company has virtually
no assets and has had no revenue for over the past ten years or to the date
hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired business will produce any material revenues for
the Company or its stockholders or that any such business will operate on a
profitable basis. Although management intends to apply any proceeds it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
<PAGE>
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may acquire, potential investors in the Company will have virtually no
substantive information upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if the Company had already identified a potential acquisition or if the
acquisition target had made an offering of its securities directly to the
public. The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may acquire. To the
extent that the Company may acquire a business in a high risk industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer
has been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of
less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's common
stock during the last five years. At such time as the Company completes a merger
or acquisition transaction, if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock." Moreover, Reg.
Section 240.15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
<PAGE>
Principal Products and Services.
--------------------------------
None; not applicable
Competition.
------------
None; not applicable
Sources and Availability of Raw Materials and Names of Principal Suppliers.
--------------------------------------------------------------------------
None; not applicable
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
-----------------------------------------------------------------------------
None; not applicable
Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------
None; not applicable
Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer, is not an
investment company, and if a majority-owned subsidiary, the parent is also a
small business issuer, provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more. The
Company is deemed to be a "small business issuer."
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process and make it easier for a small business issuer to have access to the
public capital markets.
Research and Development.
------------------------
None; not applicable
Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------
None; not applicable
Number of Employees.
-------------------
None; not applicable
Item 2. Description of Property.
-----------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its shareholder, James Doolin, and are currently provided at
no cost. Because the Company has had no business, its activities have been
limited to keeping itself in good standing in the State of Utah. These
activities have consumed an insignificant amount of management's time;
accordingly, the costs to Mr. Doolin of providing the use of his office and
telephone have been minimal.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
During the fourth quarter of the year ended June 30, 2000, no matter was
submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
------------------
There is no "public market" for shares of common stock of the Company.
However, the Company intends to submit for quotations regarding its common stock
on the OTC Bulletin Board of the National Association of Securities Dealers
("NASD"); however, management does not expect any public market to develop
unless and until the Company completes an acquisition or merger. In any event,
no assurance can be given that any market for the Company's common stock will
develop or be maintained.
Holders
-------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 1185.
Dividends
---------
The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------
None;
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last two calendar years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole consideration for such
acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture. As of June 30, 2000, it had no cash or cash equivalents. If additional
funds are required during this period, such funds may be advanced by management
or stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Report, it is impossible to predict the
amount of any such loan. However, any such loan should not exceed $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any negotiations with any person regarding any
such venture.
Results of Operations.
----------------------
Other than restoring and maintaing its good corporate standing in the State
of Utah, compromising and settling its debts and seeking the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations in the two
most recent calendar years.
As of June 30, 2000, the Company's had no assets. See the Index to
Financial Statements, Item 7 of this Report.
During the period ended June 30, 2000, the Company had a net loss of
$2,939. The Company has received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.
Liquidity.
---------
The Company has no cash or cash equivalents on hand. If additional funds
are required, such funds may be advanced by management or stockholders as loans
to the Company. Because the Company has not identified any acquisition or
venture, it is impossible to predict the amount of any such loan.
<PAGE>
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended June 30, 2000 and 1999
Independent Auditors' Report
Balance Sheets - June 30, 2000
Statements of Operations for the years ended
June 30, 2000 and 1999
Statements of Stockholders' Equity for the
years ended June 30, 2000 and 1999
Statements of Cash Flows for the years ended
June 30, 2000 and 1999
Notes to the Financial Statements
<PAGE>
VENTURES-NATIONAL, INC.
FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2000 AND 1999
AND
INDEPENDENT AUDITORS' REPORT
<PAGE>
<TABLE>
<CAPTION>
VENTURES-NATIONAL, INC.
Table of Contents
<S> <C>
Independent Auditors' Report 1
Financial Statements
Statements of Financial Position 2
Statements of Operations 3
Statement of Stockholders' Deficit 4
Statements of Cash Flows 6
Notes to Financial Statements 7
</TABLE>
<PAGE>
THURMAN SHAW & CO., L.C.
---------------------------------------------------------------------------
Certified Public Accountants James K. Thurman
Jeffrey L. Shaw
Justin R. Shaw
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Ventures-National, Inc.
Salt Lake City, Utah
We have audited the statements of financial position of Ventures-National, Inc.
(a development stage company) as of June 30, 2000 and 1999, and the related
statements of operations, stockholders' deficit, and cash flows for the three
years ended June 30, 2000, 1999 and 1998 and cumulative from inception (January
1983) to June 30, 2000. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. The financial statements of
Ventures-National, Inc. as of February 28, 1989 (not presented herein), were
audited by other auditors whose opinion has been furnished to us, and our
opinion, insofar as it relates to the period from inception (January 1983) to
February 29, 1989, is based solely on the report of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Ventures-National, Inc. (a development stage company)
as of June 30, 2000 and 1999, and the results of its operations, changes in
stockholders' deficit and cash flows for the three years ended June 30, 2000,
1999 and 1998 and cumulative from inception (January 1983) to June 30, 2000, in
conformity with generally accepted accounting principles.
The other auditor's report on the February 28, 1989 financial statements of
Ventures-National, Inc. included an explanatory paragraph describing conditions
that raised substantial doubt about its ability to continue as a going concern.
Bountiful, Utah
July 10, 2000
1
<PAGE>
<TABLE>
<CAPTION>
VENTURES-NATIONAL, INC.
(A Development Stage Company)
Statements of Financial Position
June 30, 2000 and 1999
2000 1999
ASSETS
<S> <C> <C>
Current assets $ - $ -
Total assets $ - $ -
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Loans from stockholders $ 2,939 $ -
Total current liabilities 2,939 -
Stockholders' deficit
Common stock, $.001 par value; 950,000,000
shares authorized; 590,221,925 shares issued
and outstanding 590,222 590,222
Additional paid-in capital 1,838,735 1,838,735
Accumulated deficit during the development stage (2,431,896) (2,428,957)
Total stockholders' deficit (2,939) -
Total liabilities and stockholders' deficit $ - $ -
The accompanying notes are an integral part of these financial statements.
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
VENTURES-NATIONAL, INC.
(A Development Stage Company)
Statements of Operations
Years Ended June 30, 2000, 1999 and 1998
and Cumulative from Inception to June 30, 2000
Cumulative
From
Inception
(January 1983)
To June 30,
2000 1999 1998 2000
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ 5,329,705
Operating expenses
General and Administrative 2,939 - - 7,419,257
Total operating expenses 2,939 - - 7,419,257
Loss before income taxes and
discontinued operations (2,939) - - (2,089,552)
Income taxes - - - -
Loss from discontinued operations - - - (342,344)
Net (loss) (2,939) $ - $ - $(2,431,896)
Basic and diluted (loss) per common share - $ - $ - $ -
Weighted average number of common
shares used in per share calculation 590,221,925 590,221,925 590,221,925 520,889,448
The accompanying notes are an integral part of these financial statements.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
VENTURES-NATIONAL, INC.
(A Development Stage Company)
Statement of Stockholders' Deficit
From February 28, 1986 Through June 30, 2000
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at February 28, 1986 304,277,500 $ 304,278 $ 30,080 $ (18,567) $ 315,791
Common shares repurchased (12,877,500) (12,878) (18,122) - (31,000)
Net (loss) - - - (217,271) (217,271)
Balances at February 28, 1987 291,400,000 291,400 11,958 (235,838) 67,520
Acquisition of subsidiary 291,600,000 291,600 1,797,999 - 2,089,599
Issuance of common stock for services 7,221,925 7,222 28,778 - 36,000
Net income - - - (445,739) (445,739)
Balances at February 29, 1988 590,221,925 590,222 1,838,735 (681,577) 1,747,380
Net (loss) - - - (1,405,036) (1,405,036)
Balances at February 28, 1989 590,221,925 590,222 1,838,735 (2,086,613) 342,344
Net (loss) - - - (342,344) (342,344)
Balances at February 28, 1990 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at February 28, 1990 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at February 28, 1990 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at February 28, 1991 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
The accompanying notes are an integral part of these financial statements.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
VENTURES-NATIONAL, INC.
(A Development Stage Company)
Statement of Stockholders' Deficit (continued)
From February 28, 1986 Through June 30, 2000
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C> <C>
Balances at February 29, 1992 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at February 28, 1993 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at February 28, 1994 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at February 28, 1995 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at February 29, 1996 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at February 28, 1997 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at February 28, 1998 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at June 30, 1998 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - - -
Balances at June 30, 1999 590,221,925 590,222 1,838,735 (2,428,957) -
Net (loss) - - - (2,939) (2,939)
Balances at June 30, 2000 590,221,925 $ 590,222 $ 1,838,735 $(2,431,896) $ (2,939)
The accompanying notes are an integral part of these financial statements.
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
VENTURES-NATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
Years Ended June 30, 2000, 1999 and 1998
and Cumulative from Inception Through June 30, 2000
Cumulative
From
Inception
(January 1983)
To June 30,
2000 1999 1998 2000
Cash Flows From Operating Activities
<S> <C> <C> <C> <C>
Net (loss) $ (2,939) $ - $ - $(2,089,552)
Adjustments to reconcile net (loss) to net
cash used in operating activities
Depreciation - - - 178,755
Loss from discontinued operations - - - (342,344)
Net cash flows from operating activities(2,939) - - (2,253,141)
Cash Flows From Investing Activities
Acquisitions of property and equipment - - - (419,779)
Net cash flows from investing activities - - - (419,779)
Cash Flows From Financing Activities
Proceeds from stock issuances - - - 2,428,957
Net proceeds from debt - - - 241,024
Proceeds from shareholder loan 2,939 - - 2,939
Net cash flows from financing activities2,939 - - 2,672,920
Net increase/decrease in cash - - - -
Cash balance at beginning of period - - - -
Cash balance at end of period $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
6
</TABLE>
<PAGE>
Notes (continued)
VENTURES-NATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Ventures-National, Inc. (the "Company") was incorporated under the
laws of the State of Florida in January 1983. The Company changed its
corporate domicile to the State of Utah on January 1983.
During March 1987, the Company completed a reorganization agreement
with Woroner Technology Corporation, a Florida corporation. The
Company had significant operations up through 1990, but subsequently
ceased operations and reentered the development stage.
New directors were elected at a board meeting on April 20, 2000. At
that board meeting, the board of directors changed the fiscal year end
of the Company from February 28 to June 30. This change has been made
retroactive to the period ended June 30, 1998.
Basic and Diluted Loss Per Share
The Company computes basic and diluted loss per share in accordance
with Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
Earnings Per Share. Basic loss per common share is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per share is calculated to
give effect to stock options. There were no stock options outstanding
as of June 30, 2000. Therefore, basic and diluted loss per share are
the same.
Development Stage Enterprise
Since it reentered the development stage, the Company has spent most
of its efforts in developing a new business plan. There have been no
sales since the Company reentered the development stage and has had to
rely on financing from shareholders. Therefore, the Company is
considered to be in the development stage.
Cash and Cash Equivalents
The Company considers all short-term investments with an original
maturity of three months or less to be cash equivalents.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
2. INCOME TAXES
There was no provision for or benefit from income taxes for any
period. An income tax return has not been filed. However, if an income
tax return had been filed, the Company would have a net operating loss
carryforward of $2,431,896 that would begin expiring in the year 2001.
7
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
For material documentation respecting the change in the Company's auditor,
see item 12 of the Company's Current Report on Form 8-K/A, as filed September 5,
2000.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
--------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- ----------- --------------
<S> <C> <C> <C>
John Winchester President 04/00 *
Director 04/00 *
Tyler Despain Vice President 04/00 *
Director 04/00 *
Luke Bradley Secretary 04/00 *
Director 04/00 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
--------------------
John Winchester, President and a director is 25 years of age. Mr.
Winchester received a bachelors degree from the University of Utah in
Organizational Communication in May 1999. Mr. Winchester has been working as a
production director for a major drafting company, in Salt Lake City, Utah, for
the past four years..
Tyler Despain, Vice President and a director is 25 years of age. Mr.
Despain is attending the University of Utah, and will recieve a Bachelor of
Arts, with a degree is sociology in December of 2000.
Luke Bradley, Secretary and a director is 23 years of age. Mr. Bradley is
currently attending the University of Utah, in Salt Lake City. He will be
graduating in June of 2001, with a bachelor of science, finance degee. Mr.
Bradley is the owner/manager of Tweeqd, Inc., a Utah corporation, a clothing
company in Salt Lake City, Utah.
Significant Employees.
----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
---------------------
None;
<PAGE>
Involvement in Certain Legal Proceedings.
-----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
Each of the Company's directors has filed a Form 3, Statement of Beneficial
Ownership, with the Securities and Exchange Commission; there have been no
changes in their beneficial ownership of shares of common stock of the Company
since the filing of their Form 3.
<PAGE>
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the Company
for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricte dlying Pay- Comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John
Winchester, 06/30/00 0 0 0 0 0 0 0
President,
Director
Tyler
Despain 06/30/00 0 0 0 0 0 0 0
Vice Pres./
Director
Luke 06/30/00 0 0 0 0 0 0 0
Bradley,
Secretary
Director
Don 06/30/99 0 0 0 0 0 0 0
Woroner, 06/30/98 0 0 0 0 0 0 0
Director
Mark
Woroner, 06/30/99 0 0 0 0 0 0 0
Director 06/30/98 0 0 0 0 0 0 0
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending June 30, 2000, 1999, or 1998, or the period ending on the date
of this Report.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director.
<PAGE>
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of June 30, 2000, with the computations being based upon 397,500,000
shares of common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name Beneficially Owned of Class (1)
---------------- ------------------ --------
<S> <C> <C>
James Doolin 126,000,000 29%
Don Woroner 170,638,238 21%
------- -----
296,638,238 50%
</TABLE>
<PAGE>
Security Ownership of Management.
---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
---------------- ------------------------- --------
<S> <C> <C>
John Winchester 0 0%
2215 E. Pinecrest Lane
Sandy, UT 84092
Tyler Despain 0 0%
762 East Gable Street
Salt Lake City, UT 84117
Luke Bradley 0 0%
4 Sunwood Lane
Sandy, UT 84092
------- ------
All directors and
executive officers 0 0%
as a group (3 persons)
</TABLE>
Changes in Control.
-------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
----------------------------------------
For a description of transactions between members of management, five
percent stockholders, "affiliates", promoters and finders, see the caption
"Sales of 'Unregistered' and 'Restricted' Securities Over the Past Three Years"
of Item I.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
-------------------
See the Company's Current Report on Form 8-K/A as filed on September 5,
2000, for information relating to the change in the Company's auditor.
Exhibits
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
3.3(i) Articles of Incorporation, filed March
1, 1985
3.3(ii) Articles of Amendment to the Articles of
Incorporation, filed August 12, 1985
3.3(iii) Articles of Amendment to the Articles of
Incorporation, filed August 26, 1985
3.3(iv) Articles of Amendment to the Articles of
Incorporation, filed May 1, 1987
3.3(v) Bylaws
27 Financial Data Schedule
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VENTURES-NATIONAL, INC.
Date:08/29/2000 /S/ JOHN WINCHESTER
John Winchester
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
VENTURES-NATIONAL, INC.
Date:08/29/2000 /S/ JOHN WINCHESTER
John Winchester
President and Director
Date:08/29/2000 /S/ TYLER DESPAIN
Tyler Despain
Vice President and Director
<PAGE>
EX-3(i)
ARTICLES OF INCORPORATION
OF
VENTURES-NATIONAL INCORPORATED
We, the undersigned natural persons of the age of twenty-one years or more,
acting as incorporators of a corporation under the Utah Business Corporation
Act, adopt the following Articles of Incorporation for such corporation.
ARTICLE
I Name
The name of this corporation is Ventures-National Incorporated.
ARTICLE II
Duration
The duration of this corporation is perpetual.
ARTICLE III
Purposes
The purpose or purposes for which this corporation is organized are:
(a) To engage in any lawful act or activity for which the corporation may be
organized under the general corporation law of Utah.
(b) To act as an investment company, acquire and purchase or in any way acquire
for investment or for sale or otherwise businesses, lands, contracts for the
purchase or sale of lands, businesses, buildings, improvements, and any other
business, personal or real property of any kind or any interest, and as a
consideration for the same to pay cash or to issue capital stock, debenture
bonds, mortgage bonds, or other investments and to sell, convey, lease,
mortgage, deed in trust, turn to account or otherwise deal with all or any part
of the property of the corporation, and enter into contracts to buy or sell
businesses or business interest including real or personal property or
securities of any business and to buy and sell said interest or otherwise
acquire for the purpose of holding or disposing of the same real or personal
property of every kind and description including the good will, stock rights and
property of any person, firm, association or corporation paying for the same in
cash, stock or bonds of this corporation and to draw, make, accept, endorse,
discount, execute and issue Promissory Notes, Bills of Exchange, Warrants,,
Bonds, Debentures and other negotiable or transferable instruments or
obligations of the corporation from time to time for any of the objects or
purposes of the corporation without restriction or limits as to amount. . (c) To
do each and every thing necessary suitable or proper for the accomplishment of
any of the purposes or the attainment of any one or more of the subjects herein
enumerated or which at any time may appear conducive to or expedient for the
protection or benefit of this corporation and to do said acts as fully and to
the same extent as natural persons might or could do in any part of the world as
principles, agents, partners, trustees or otherwise, either alone or in
conjunction with any other person, association or corporation.
ARTICLE IV
Stock
The Corporation shall have the authority to issue one hundred million
(100,000,000) shares of common stock with a par value of $.001 per share, all
stock of the corporation shall be of the same class common and shall have the
same rights and preferences, fully paid stock of this corporation shall not be
liable to any further call or assessment.
<PAGE>
ARTICLE V
Amendment
These Articles of Incorporation may be amended by the affirmative vote of a
majority of the shares entitled to vote on each such amendment.
ARTICLE VI
Shareholder Rights
The authorized and treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall determine.
Shareholders shall not have pre-emptive rights to acquire unissued shares of the
stock of this corporation and cumulative voting is denied.
ARTICLE VII
Capitalization
This corporation will not commence business until at least $1,000.00 has been
received by it as consideration for the issuance of shares.
ARTICLE VIII
Initial Office and Agent
The address of the initial registered office of the corporation is 659 South
1200 East, Salt Lake City, Utah 84102 and the name of the corporation's initial
registered agent at such address is John M. Peterson.
ARTICLE IX
Directors
The number of Directors constituting the initial Board of Directors of this
corporation is three. The names and addresses of persons who are to serve as
directors until the first annual meeting of stockholders, or until their
successors are elected and qualified are:
John M. Peterson
659 South 1200 East
Salt Lake City, Utah 84102
Richard Wilcox
4611 Quail Vista Cove #K
Salt Lake City, Utah 84117
Lynda P. Wilcox
4611 Quail Vista Cove #K
Salt Lake City, Utah 84117
<PAGE>
ARTICLE X
Incorporators
The name and address of each incorporator is:
John M. Peterson
659 South 1200 East
Salt Lake City, Utah 84102
Richard Wilcox
4611 Quail Vista Cove #K
Salt Lake City, Utah 84117
Lynda P. Wilcox
4611 Quail Vista Cove #K
Salt Lake City, Utah 84117
ARTICLE XI
Common Directors - Transactions Between Corporations
No contract or other transaction between this corporation and one or more of its
directors or any other corporation, firm, association or entity in which one or
more of its directors or officers are financially interested, shall be either
void or voidable because of such relation or interest, or because such director
or directors are present at the meeting of the Board of Directors, or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or because his or their votes are counted '"or such purpose if: (a)
the fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies this contract or
transaction by vote or consent sufficient for the purpose without counting the
votes or consents of such interested directors; or (b) the fact of such
relationship or interest is disclosed or known to the shareholders entitled to
vote and they authorize, approve, or ratify such contract or transaction by vote
or written consent; or (c) the contract or transaction is fair and reasonable to
the corporation. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or committee
thereof which authorizes, approves or ratifies such contract or transaction.
Dated this 12th day of February, 1985
/S/ JOHN PETERSON
/S/ RICHARD WILCOX
/S/ LYNDA WILCOX
STATE OF CALIFORNIA )
)SS
COUNTY OF SALT LAKE )
I hereby certify that on the 12th day of February 1985, John M. Peterson,
Richard Wilcox and Lynda P. Wilcox, personally appeared before me who, being by
me first duly sworn, severally declared that they are the incorporators and that
the statements therein contained are true.
Dated this 12th day of February, 1985
/S/ NOTARY PUBLIC
<PAGE>
EX-3(ii)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
VENTURES-NATIONAL INCORPORATED
Pursuant to the provision of the Utah Code Annotated (1953) Section 16-10-57, et
seg. , as amended, the undersigned corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation is VENTURES-NATIONAL INCORPORATED.
2. The following amendments to the Articles of Incorporation were adopted by the
shareholders of the corporation on the 15th day of August, 1985, in the manner
prescribed by the provision of the Utah Business Corporation Act:
ARTICLE III
Purpose and Powers. The purposes for which this Corporation is organized is to
invest in all forms of investment, including real and personal property, stocks
and bonds, including, but-not limited to, the acquisition of a business
opportunity in any industry including industries such as manufacturing, finance,
service, natural resources, high technology, product development, medical,
communications or any other industry; and to engage in all other lawful
business.
3. The number of shares of the corporation outstanding at the time of such
adoption was 5,000,000, and the number of shares entitled to vote thereon was
5,000,000. All of the shares were common shares of the same class with like
rights and preferences.
4. All of the shares were voted for the above amendments as follows:
No. of Shares Shares Voted "For" Shares Voted "Against"
5,000,000 5,000,000 none
5. The manner in which an exchange of issued shares shall be effected is as
follows: No Exchange.
6. The manner in which such amendments effects a change in the amountof stated
capital, and the amount of stated capital as changed by such amendment is as
follows: No Change.
Dated this 26th day of August, 1985
/S/ JOHN PETERSON
/S/ LYNDA WILCOX
State of Utah )
)ss
County of Salt Lake)
On the 26th day of August, 1985, personally appeared bef ore me John Peterson
and Lynda Wilcox, the signers of the within and foregoing instrument, and duly
acknowledged to me that they executed the same.
/S/ NOTARY PUBLIC
<PAGE>
EX-3(iii)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
VENTURES-NATIONAL INCORPORATED
Pursuant to the provision of the Utah Code Annotated (1953) Section 16-10-57,
et-seq., as amended, the undersigned corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation is VENTURES-NATIONAL INCORPORATED.
2. The following amendments to the Articles of Incorporation were adopted by the
shareholders of the corporationon the 9th day of August, 1985, in the manner
prescribed by the provision of the Utah Business Corporation Act:
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue 500,000,000
(five hundred million) shares of stock each having a par value of one-tenth of
one cent ($0.001). All stock of the Corporation shall be of the same class and
shall have the same rights and preferences. Fully paid stock of this Corporation
shall not be liable for further call or assessment. The authorized trading
shares shall be issued at the discretion of the Directors.
3. The number of shares of the corporation outstanding at the time of such
adoption was 5,000,000, and the number of shares entitled to vote thereon was
5,000,000. All of the shares were common shares of the same class with like
rights and preferences.
4. All of the shares were voted for the above amendments as follows:
No. of Shares Shares Voted "For" Shares Voted "Against"
5,000,000 5,000,000 none
5. The manner in which an exchange of issued shares shall be effected is as
follows: No Exchange.
6. The manner in which such amendments effects a change in the amount of stated
capital, and the amount of stated capital as changed by such amendment is as
follows: Capitalization shall be increased from 100,000 to $500,000.
Dated this 9th day of August, 1985
/S/ JOHN PETERSON
/S/ LYNDA WILCOX
State of Utah )
)ss
County of Salt Lake )
On the 9th day of August, 1985, personally appeared before me John Peterson, the
signers of the within and foregoing instrument, and duly acknowledged to me that
he executed the same.
/S/NOTARY PUBLIC
State of Utah )
)ss
County of Salt Lake )
On the 9th day of August, 1985, personally appeared before me Lynda Wilcox, the
signers of the within and foregoing instrument, and duly acknowledged to me that
she executed the same.
/S/NOTARY PUBLIC
<PAGE>
EX-3(iv)
ARTICLES OF AMENDMENT
ARTICLES OF INCORPORATION
OF
VENTURES-NATIONAL INCORPORATED
Pursuant to the provisions of the Utah Business Act, the undersigned Corporation
hereby adopts the following Articles of Amendment to its Articles of
Incorporation:
FIRST: The name of the Corporation is Ventures-National Incorporated.
SECOND: The following amendments were adopted by the Shareholders of the
Corporation on April 30, 1987, in the manner prescribed the Utah Business Act.
THIRD: The date of the adoption of the amendment by the Shareholders is April
30, 1987.
FOURTH: The number of shares outstanding at the time of such adoption was
175,000,000, and the number of shares entitled to vote thereon was 175,000,000.
No shares of any class were entitled to vote thereon as a class.
FIFTH: The number of shares which voted for such amendment was 85,689,286, and
the number of shares which voted against such amendment was 3,211,100. No shares
of any class were entitled to vote thereon as a class.
RESOLVED: that the Articles of Incorporation shall be amended by the adoption of
a new Article IV to read as follows:
"Article IV: The Corporation shall have the authority to issue 950,000,000 (nine
hundred and fifty million) shares of common stock with a par value of $.001 per
share. All stock of the Corporation shall be of the same class, common, and
shall have the same rights and preferences. Fully paid stock of this Corporation
shall not be liable to any further call or assessment. The authorized trading
shares shall be issued at the discretion of the Directors."
SIXTH: The manner, if not set forth in such amendment, in which an exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be affected is as follows: None.
Dated this 30th day of April, 1987.
/S/ JOHN PETERSON
/S/ LYNDA WILCOX
State of Utah )
)ss
County of Salt Lake )
Before me, a Notary Public, in and for said County and State, personally
appeared John M. Peterson and Lynda D. Wilcox who acknowledged before me that
they are the President and Secretary of Ventures-National Incorporated., a Utah
corporation; that they signed the foregoing Articles of Amendment as their free
and voluntary act and deed for the use and purpose therein set forth, and that
the facts contained therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day of April,
1987.
/S/ NOTARY PUBLIC
<PAGE>
EX-3(v)
BYLAWS
OF
VENTURES-NATIONAL, INC.
ARTICLE I
OFFICES
Section 1.01 Location of Offices. The corporation may maintain such
offices within or without the State of Utah as the Board of Directors may from
time to time designate or require.
Section 1.02 Principal Office. The address of the principal office of
the corporation shall be at the address of the registered office of the
corporation as so designated in the office of the Lieutenant Governor/Secretary
of State of the state of incorporation, or at such other address as the Board of
Directors shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the shareholders
shall be held in May of each year or at such other time designated by the Board
of Directors and as is provided for in the notice of the meeting, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the election of directors shall not be held on
the day designated for the annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as may be
convenient.
Section 2.02 Special Meetings. Special meetings of the shareholders may
be called at any time by the chairman of the board, the president, or by the
Board of Directors, or in their absence or disability, by any vice president,
and shall be called by the president or, in his or her absence or disability, by
a vice president or by the secretary on the written request of the holders of
not less than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.
<PAGE>
Section 2.03 Place of Meetings. The Board of Directors may designate
any place, either within or without the state of incorporation, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the state of
incorporation, as the place for the holding of such meeting. If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall
be at the principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary,
if any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the shareholders (whether annual or special), to be mailed at least
ten days, but not more than 50 days, prior to the meeting, to each shareholder
of record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice of any
meeting of shareholders (however called or noticed, whether or not called or
noticed and whether before, during, or after the meeting), by signing a written
waiver of notice or a consent to the holding of such meeting, or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any annual meeting of
shareholders or any adjournment thereof, or shareholders 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 share transfer books shall be closed, for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, but not for a
period exceeding fifty (50) days. If the share transfer books are closed for the
purpose of determining shareholders entitled to notice of or to vote at such
meeting, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
In lieu of closing the share 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 (50) and, in case
of a meeting of shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of shareholders is to
be taken. If the share transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting or 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. Failure
to comply with this Section shall not affect the validity of any action taken at
a meeting of shareholders.
<PAGE>
Section 2.07 Voting Lists. The officer or agent of the corporation
having charge of the share transfer books for shares of the corporation shall
make, at least ten (10) 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, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder during the whole time of the
meeting. The original share transfer book shall be prima facia evidence as to
the shareholders who are entitled to examine such list or transfer books, or to
vote at any meeting of shareholders.
Section 2.08 Quorum. One-half of the total voting power of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of the shareholders. If a
quorum is present, the affirmative vote of the majority of the voting power
represented by shares at the meeting and entitled to vote on the subject shall
constitute action by the shareholders, unless the vote of a greater number or
voting by classes is required by the laws of the state of incorporation of the
corporation or the Articles of Incorporation. If less than one-half of the
outstanding voting power is represented at a meeting, a majority of the voting
power represented by shares so present may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
Section 2.09 Voting of Shares. Each outstanding share of the
corporation entitled to vote shall be entitled to one vote on each matter
submitted to vote at a meeting of shareholders, except to the extent that the
voting rights of the shares of any class or series of stock are determined and
specified as greater or lesser than one vote per share in the manner provided by
the Articles of Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders, each
shareholder entitled to vote shall be entitled to vote in person or by proxy;
provided, however, that the right to vote by proxy shall exist only in case the
instrument authorizing such proxy to act shall have been executed in writing by
the registered holder or holders of such shares, as the case may be, as shown on
the share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
or her proxy, may represent such shares and vote thereon.
<PAGE>
Section 2.11 Written Consent to Action by Shareholders. Any action
required to be taken at a meeting of the shareholders, or any other action which
may 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, shall be signed by
all of the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The property, affairs, and business of the
corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.
Section 3.02 Number, Term, and Qualifications. The Board of Directors
shall consist of three to nine persons. Increases or decreases to said number
may be made, within the numbers authorized by the Articles of Incorporation, as
the Board of Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be had upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation. Each director shall hold office until the next annual meeting of
shareholders of the corporation and until his or her successor shall have been
elected and shall have qualified. Directors need not be residents of the state
of incorporation or shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of electing the
entire number of directors annually, the Board of Directors may provide that the
directors be divided into either two or three classes, each class to be as
nearly equal in number as possible, the term of office of the directors of the
first class to expire at the first annual meeting of shareholders after their
election, that of the second class to expire at the second annual meeting after
their election, and that of the third class, if any, to expire at the third
annual meeting after their election. At each annual meeting after such
classification, the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the second succeeding annual meeting, if there be two classes, or until the
third succeeding annual meeting, if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately
following, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide by resolution the time and place, either within
or without the state of incorporation, for the holding of additional regular
meetings without other notice than such resolution.
<PAGE>
Section 3.05 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the president, vice president,
or any two directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the state
of incorporation, as the place for holding any special meeting of the Board of
Directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the
Board of Directors may participate in a meeting of the Board of Directors or a
committee of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at
least ten (10) days prior thereto by written notice delivered personally or
mailed to each director at his or her regular business address or residence, or
by telegram. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Any director may waive
notice of any meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
solely for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, and the individual directors shall have no power as such.
Section 3.10 Vacancies and Newly Created Directorship. If any vacancies
shall occur in the Board of Directors by reason of death, resignation or
otherwise, or if the number of directors shall be increased, the directors then
in office shall continue to act and such vacancies or newly created
directorships shall be filled by a vote of the directors then in office, though
less than a quorum, in any way approved by the meeting. Any directorship to be
filled by reason of removal of one or more directors by the shareholders may be
filled by election by the shareholders at the meeting at which the director or
directors are removed.
Section 3.11 Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
<PAGE>
Section 3.12 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 his or her or her dissent shall be entered in the minutes of the meeting,
unless he or she shall file his or her or her written dissent to such action
with the person acting as the secretary of the meeting before the adjournment
thereof, or shall forward such dissent by registered or certified 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 such
action.
Section 3.13 Resignations. A director may resign at any time by
delivering a written resignation to either the president, a vice president, the
secretary, or assistant secretary, if any. The resignation shall become
effective on its acceptance by the Board of Directors; provided, that if the
board has not acted thereon within ten days from the date presented, the
resignation shall be deemed accepted.
Section 3.14 Written Consent to Action by Directors. Any action
required to be taken at a meeting of the directors of the corporation or any
other action which may be taken at a meeting of the directors or of a committee,
may be taken without a meeting, if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors, or all of the members
of the committee, as the case may be. Such consent shall have the same legal
effect as a unanimous vote of all the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that purpose,
one or more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.
ARTICLE IV
Section 4.01 Number. The officers of the corporation shall be a
president, one or more vice-presidents, as shall be determined by resolution of
the Board of Directors, a secretary, a treasurer, and such other officers as may
be appointed by the Board of Directors. The Board of Directors may elect, but
shall not be required to elect, a chairman of the board and the Board of
Directors may appoint a general manager.
<PAGE>
Section 4.02 Election, Term of Office, and Qualifications. The officers
shall be chosen by the Board of Directors annually at its annual meeting. In the
event of failure to choose officers at an annual meeting of the Board of
Directors, officers may be chosen at any regular or special meeting of the Board
of Directors. Each such officer (whether chosen at an annual meeting of the
Board of Directors to fill a vacancy or otherwise) shall hold his or her office
until the next ensuing annual meeting of the Board of Directors and until his or
her successor shall have been chosen and qualified, or until his or her death,
or until his or her resignation or removal in the manner provided in these
Bylaws. Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any instrument in the capacity of more than one office.
The chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need be a
director.
Section 4.03 Subordinate Officers, Etc. The Board of Directors from
time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such title, hold office for such period, have such
authority, and perform such duties as the Board of Directors from time to time
may determine. The Board of Directors from time to time may delegate to any
officer or agent the power to appoint any such subordinate officer or agents and
to prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the president, or
the secretary. Unless otherwise specified therein, such resignation shall take
effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at any
special meeting of the Board of Directors called for that purpose or at a
regular meeting, by vote of a majority of the directors, with or without cause.
Any officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause, or if a new office shall be created, then such vacancies or
new created offices may be filled by the Board of Directors at any regular or
special meeting.
Section 4.07 The Chairman of the Board. The Chairman of the Board, if
there be such an officer, shall have the following powers and duties.
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of Directors;
and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following
powers and duties:
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(a) If no general manager has been appointed, he or she shall be the
chief executive officer of the corporation, and, subject to the direction of the
Board of Directors, shall have general charge of the business, affairs, and
property of the corporation and general supervision over its officers,
employees, and agents;
<PAGE>
(b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he or she shall preside at meetings of the shareholders and
Board of Directors;
(c) He or she shall be a member of the executive committee, if any;
(d) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been authorized by
the Board of Directors; and
(e) He or she shall have all power and shall perform all duties
normally incident to the office of a president of a corporation, and shall
exercise such other powers and perform such other duties as from time to time
may be assigned to him or her by the Board of Directors.
Section 4.09 The Vice Presidents. The Board of Directors may, from time
to time, designate and elect one or more vice presidents, one of whom may be
designated to serve as executive vice president. Each vice president shall have
such powers and perform such duties as from time to time may be assigned to him
or her by the Board of Directors or the president. At the request or in the
absence or disability of the president, the executive vice president or, in the
absence or disability of the executive vice president, the vice president
designated by the Board of Directors or (in the absence of such designation by
the Board of Directors) by the president, the senior vice president, may perform
all the duties of the president, and when so acting, shall have all the powers
of, and be subject to all the restrictions upon, the president.
Section 4.10 The Secretary. The secretary shall have the following
powers and duties:
-------------
(a) He or she shall keep or cause to be kept a record of all of the
proceedings of the meetings of the shareholders and of the board or directors in
books provided for that purpose;
(b) He or she shall cause all notices to be duly given in accordance
with the provisions of these Bylaws and as required by statute;
(c) He or she shall be the custodian of the records and of the seal of
the corporation, and shall cause such seal (or a facsimile thereof) to be
affixed to all certificates representing shares of the corporation prior to the
issuance thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the same;
(d) He or she shall assume that the books, reports, statements,
certificates, and other documents and records required by statute are properly
kept and filed;
<PAGE>
(e) He or she shall have charge of the share books of the corporation
and cause the share transfer books to be kept in such manner as to show at any
time the amount of the shares of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for, the
names alphabetically arranged and the addresses of the holders of record
thereof, the number of shares held by each holder and time when each became such
holder or record; and he or she shall exhibit at all reasonable times to any
director, upon application, the original or duplicate share register. He or she
shall cause the share book referred to in Section 6.04 hereof to be kept and
exhibited at the principal office of the corporation, or at such other place as
the Board of Directors shall determine, in the manner and for the purposes
provided in such Section;
(f) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been authorized by
the Board of Directors; and
(g) He or she shall perform in general all duties incident to the
office of secretary and such other duties as are given to him or her by these
Bylaws or as from time to time may be assigned to him or her by the Board of
Directors or the president.
Section 4.11 The Treasurer. The treasurer shall have the following
powers and duties:
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(a) He or she shall have charge and supervision over and be
responsible for the monies, securities, receipts, and disbursements of the
corporation;
(b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with Section 5.03 hereof;
(c) He or she shall cause the monies of the corporation to be disbursed
by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all
the business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He or she shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements given such
information as he or she may desire with respect to any and all financial
transactions of the corporation; and
<PAGE>
(g) He or she shall perform in general all duties incident to the
office of treasurer and such other duties as are given to him or her by these
Bylaws or as from time to time may be assigned to him or her by the Board of
Directors or the president.
Section 4.12 General Manager. The Board of Directors may employ and
appoint a general manager who may, or may not, be one of the officers or
directors of the corporation. The general manager, if any shall have the
following powers and duties:
(a) He or she shall be the chief executive officer of the corporation
and, subject to the directions of the Board of Directors, shall have general
charge of the business affairs and property of the corporation and general
supervision over its officers, employees, and agents:
(b) He or she shall be charged with the exclusive management of the
business of the corporation and of all of its dealings, but at all times subject
to the control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the executive
committee, if any, he or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and
(d) He or she shall make a report to the president and directors as
often as required, setting forth the results of the operations under his or her
charge, together with suggestions looking toward improvement and betterment of
the condition of the corporation, and shall perform such other duties as the
Board of Directors may require.
Section 4.13 Salaries. The salaries and other compensation of the
officers of the corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to any person or
group of persons the power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the provisions of
Section 4.03 hereof. No officer shall be prevented from receiving any such
salary or compensation by reason of the fact that he or she is also a director
of the corporation.
Section 4.14 Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sums and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his or her
duties to the corporation, including responsibility for negligence and for the
accounting of all property, monies, or securities of the corporation which may
come into his or her hands.
<PAGE>
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation
contained in the Articles of Incorporation or these Bylaws, the president or any
vice president or the general manager, if any, may, in the name and on behalf of
the corporation, execute and deliver any contract or other instrument authorized
in writing by the Board of Directors. The Board of Directors may, subject to any
limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and delivery any contract
or other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.
Section 5.02 Loans. No loans or advances shall be contracted on behalf
of the corporation, no negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
as security for the payment of any loan, advance, indebtedness, or liability of
the corporation, unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.
Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks and or
trust companies or with such bankers or other depositories as the Board of
Directors may select, or as from time to time may be selected by any officer or
agent authorized to do so by the Board of Directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, subject to the provisions of these Bylaws, evidences
of indebtedness of the corporation, shall be signed by such officer or officers
or such agent or agents of the corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.
<PAGE>
Section 5.05 Bonds and Debentures. Every bond or debenture issued by
the corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be effected by the
president, or by any vice president, together with the secretary, or by any
officer or agent thereunto authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates. Every holder of shares in the
corporation shall be entitled to have a certificate, signed by the president or
any vice president and the secretary or assistant secretary, and sealed with the
seal (which may be a facsimile, engraved or printed) of the corporation,
certifying the number and kind, class or series of shares owned by him or her in
the corporation; provided, however, that where such a certificate is
countersigned by (a) a transfer agent or an assistant transfer agent, or (b)
registered by a registrar, the signature of any such president, vice president,
secretary, or assistant secretary may be a facsimile. In case any officer who
shall have signed, or whose facsimile signature or signatures shall have been
used on any such certificate, shall cease to be such officer of the corporation,
for any reason, before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed it, or whose facsimile signature or
signatures shall have been used thereon, has not ceased to be such officer.
Certificates representing shares of the corporation shall be in such form as
provided by the statutes of the state of incorporation. There shall be entered
on the share books of the corporation at the time of issuance of each share, the
number of the certificate issued, the name and address of the person owning the
shares represented thereby, the number and kind, class or series of such shares,
and the date of issuance thereof. Every certificate exchanged or returned to the
corporation shall be marked "Canceled" with the date of cancellation.
<PAGE>
Section 6.02 Transfer of Shares. Transfers of shares of the corporation
shall be made on the books of the corporation by the holder of record thereof,
or by his or her attorney thereunto duly authorized by a power of attorney duly
executed in writing and filed with the secretary of the corporation or any of
its transfer agents, and on surrender of the certificate or certificates,
properly endorsed or accompanied by proper instruments of transfer, representing
such shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this Article VI
and of the Articles of Incorporation, the Board of Directors may make such rules
and regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of
Business. A share book (or books where more than one kind, class, or series of
stock is outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the Board of Directors shall determine,
containing the names, alphabetically arranged, of original shareholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of shares held by each. Such
share books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars with respect to
the certificates representing shares of the corporation, and may require all
such certificates to bear the signature of either or both. The Board of
Directors may from time to time define the respective duties of such transfer
agents and registrars. No certificate for shares shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such shares, and until registered by a
registrar, if at such date the corporation had a registrar for such shares.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
---------------------------------------------------
(a) The Board of Directors shall have power to close the share books of
the corporation for a period of not to exceed 50 days preceding the date of any
meeting of shareholders, or the date for payment of any dividend, or the date
for the allotment of rights, or capital shares shall go into effect, or a date
in connection with obtaining the consent of shareholders for any purpose.
<PAGE>
(b) In lieu of closing the share transfer books as aforesaid, the Board
of Directors may fix in advance a date, not exceeding 50 days preceding the date
of any meeting of shareholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital shares shall go into effect, or a date in connection with
obtaining any such consent, as a record date for the determination of the
shareholders entitled to a notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent.
(c) If the share transfer books shall be closed or a record date set
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue
a new certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the corporation a bond
in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors, it is proper
to do so.
Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's
Rights. To the extent permissible under the applicable law of any jurisdiction
to which the corporation may become subject by reason of the conduct of
business, the ownership of assets, the residence of shareholders, the location
of offices or facilities, or any other item, the corporation elects not to be
governed by the provisions of any statute that (i) limits, restricts, modified,
suspends, terminates, or otherwise affects the rights of any shareholder to cast
one vote for each share of common stock registered in the name of such
shareholder on the books of the corporation, without regard to whether such
shares were acquired directly from the corporation or from any other person and
without regard to whether such shareholder has the power to exercise or direct
the exercise of voting power over any specific fraction of the shares of common
stock of the corporation issued and outstanding or (ii) grants to any
shareholder the right to have his or her stock redeemed or purchased by the
corporation or any other shareholder on the acquisition by any person or group
of persons of shares of the corporation. In particular, to the extent permitted
under the laws of the state of incorporation, the corporation elects not to be
governed by any such provision, including the provisions of the Utah Control
Shares Acquisitions Act, Section 61-6-1 et seq., of the Utah Code Annotated, as
amended, or any statute of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
<PAGE>
Section 7.01 How Constituted. The Board of Directors may designate an
executive committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.
Section 7.02 Powers. During the intervals between meetings of the Board
of Directors, the executive committee shall have and may exercise all powers of
the Board of Directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording officer or officers, and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.
Section 7.04 Quorum and Manner of Acting. At all meeting of the
executive committee, and of such other committees as may be designated hereunder
by the Board of Directors, the presence of members constituting a majority of
the total authorized membership of the committee shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the act
of a majority of the members present at any meeting at which a quorum is present
shall be the act of such committee. The members of the executive committee, and
of such other committees as may be designated hereunder by the Board of
Directors, shall act only as a committee and the individual members thereof
shall have no powers as such.
Section 7.05 Resignations. Any member of the executive committee, and
of such other committees as may be designated hereunder by the Board of
Directors, may resign at any time by delivering a written resignation to either
the president, the secretary, or assistant secretary, or to the presiding
officer of the committee of which he or she is a member, if any shall have been
appointed and shall be in office. Unless otherwise specified herein, such
resignation shall take effect on delivery.
Section 7.06 Removal. The Board of Directors may at any time remove any
member of the executive committee or of any other committee designated by it
hereunder either for or without cause.
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Section 7.07 Vacancies. If any vacancies shall occur in the executive
committee or of any other committee designated by the Board of Directors
hereunder, by reason of disqualification, death, resignation, removal, or
otherwise, the remaining members shall, until the filling of such vacancy,
constitute the then total authorized membership of the committee and, provided
that two or more members are remaining, continue to act. Such vacancy may be
filled at any meeting of the Board of Directors.
Section 7.08 Compensation. The Board of Directors may allow a fixed sum
and expenses of attendance to any member of the executive committee, or of any
other committee designated by it hereunder, who is not an active salaried
employee of the corporation for attendance at each meeting of said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he or she 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 (including
attorneys' fees) judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him or her in connection with any such action, suit or
proceeding, if he or she acted in good faith and in a manner he or she
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 or her conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement, 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 which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, he or she
had reasonable cause to believe that his or her conduct was unlawful.
<PAGE>
Section 8.02 Indemnification: Corporate Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she 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 (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 8.03 Determination. 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 Sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith. Any
other indemnification under Sections 8.01 and 8.02 hereof, shall be made by the
corporation upon a determination that indemnification of the officer, director,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination shall be made either (i) 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 (ii) by independent legal counsel on a written opinion;
or (iii) by the shareholders by a majority vote of a quorum of shareholders at
any meeting duly called for such purpose.
Section 8.04 General Indemnification. The indemnification provided by
this Section shall not be deemed exclusive of any other indemnification granted
under any provision of any statute, in the corporation's Articles of
Incorporation, these Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his or her 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 and legal representatives of such a
person.
Section 8.05 Advances. Expenses incurred in defending a civil or
criminal action, suit, or proceeding as contemplated in this Section may be paid
by the corporation in advance of the final disposition of such action, suit, or
proceeding upon a majority vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director, officers, employee,
or agent to repay such amount or amounts unless if it is ultimately determined
that he or she is to indemnified by the corporation as authorized by this
Section.
Section 8.06 Scope of Indemnification. The indemnification authorized
by this Section shall apply to all present and future directors, officers,
employees, and agents of the corporation and shall continue as to such persons
who ceases to be directors, officers, employees, or agents of the corporation,
and shall inure to the benefit of the heirs, executors, and administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.
<PAGE>
8.07. Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, 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 any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against any such liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and on
the terms and conditions provided by the Articles of Incorporation and these
Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of
Directors or the shareholders, shall be subject to amendment, alteration, or
repeal, and new Bylaws may be made, except that:
(a) No Bylaws adopted or amended by the shareholders shall be altered
or repealed by the Board of Directors.
(b) No Bylaws shall be adopted by the Board of Directors which shall
require more than a majority of the voting shares for a quorum at a meeting of
shareholders, or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (i) if any Bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration or repeal of
this Article XI shall be made except by the shareholders.
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CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the secretary of
Ventures-National, Inc., a corporation duly organized and existing under and by
virtue of the laws of the State of Utah; that the above and foregoing Bylaws of
said corporation were duly and regularly adopted as such by the Board of
Directors of the corporation at a meeting of the Board of Directors, which was
duly and regularly held on the 20th day of April, 2000, and that the above and
foregoing Bylaws are now in full force and effect.
DATED THIS 20th day of April, 2000.
/S/ LUKE BRADLEY
