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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Medical Advisory Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 52-12333960
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
8050 Southern Maryland Blvd., Owings, MD 20736
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(Address of principal executive offices) (Zip Code)
Securities to be registered to
Section 12(b) of the Act:
Title of each class to be so registered Name of each exchange on which
each class is to be registered
Common Stock American Stock Exchange
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities pursuant
to 12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d),check the following box. [ ]
Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
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(Title of class)
1
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Item 1. Description of Registrant's Securities to be Registered.
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The authorized capital stock of the Company consists of 10,000,000
shares of the Common Stock, par value $.005 per share, of which 4,461,060 shares
were issued and outstanding as of July 21, 1999, and 1,000,000 shares of
preferred stock, par value $1.75 per share, of which no shares are issued and
outstanding.
The holders of the Common Stock are entitled to receive dividends when,
as and if declared by the Board of Directors and paid by the Company out of
funds legally available therefor and to share ratably in the assets of the
Company available for distribution after the payment of all prior claims in the
event of any liquidation, dissolution or winding-up of the Company, and after
payment to the holders of any preferred stock issued by the Company. All
outstanding shares of the Common Stock are duly authorized and validly issued,
fully paid and non-assessable.
Holders of the Common Stock are entitled to one vote per share on all
matters requiring a vote of stockholders. The Common Stock does not have
cumulative voting rights, which means that the holders of more than 50% of the
outstanding shares of the Common Stock voting for the election of directors can
elect 100% of the directors if they choose to do so. In such event, the holders
of the remaining shares of the Common Stock will not be able to elect any of the
directors.
The rights of the holders of the Common Stock will be subject to any
preferential rights of any class or series of preferred stock of the Company
that might be issued hereafter. Holders of the Common Stock have no preemptive
or other subscription rights, and there are no conversion, redemption or sinking
fund provisions applicable thereto.
The Company's preferred stock may be issued in series from time to
time with such designations, rights, preferences and limitations as the Board of
Directors of the Company may determine by resolution. The rights, preferences
and limitations of separate series of the preferred stock may differ with
respect to such matters as may be determined by the Board of Directors,
including, without limitation, the rate of dividends, method and nature of
payment of dividends, voting rights, preferences and rights thereof.
Item 2. Exhibits.
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1. Restated Certificate of Incorporation, dated May 31, 1985.
2. Certificate of Amendment of Certificate of Incorporation, dated
February 6, 1986.
3. Certificate of Amendment of Certificate of Incorporation, dated
September 6, 1988.
4. Certificate of Amendment of Certificate of Incorporation, dated
December 9, 1996.
5. Bylaws.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Medical Advisory Systems, Inc.
Date: August 12, 1999 By: /s/ Ronald W. Pickett
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Ronald W. Pickett, President
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EXHIBIT 1
RESTATED CERTIFICATE OF INCORPORATION
OF
MEDICAL ADVISORY SYSTEMS, INC., a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is MEDICAL ADVISORY SYSTEMS, INC.
The date of filing its original Certificate of Incorporation with the
Secretary of State was December 1, 1981.
2. This Restated Certificate of Incorporation restates and integrates and
further amends the Certificate of Incorporation of this Corporation by changing
the address of the registered agent, changing the purposes of the Corporation,
changing the capitalization of the Corporation, adding indemnification
provisions and making certain other changes.
3. The text of the Certificate of Incorporation as amended or supplemented
heretofore is further amended hereby to read as herein set forth in full:
FIRST: The name of the Corporation is MEDICAL ADVISORY SYSTEMS, INC.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington
New Castle County,
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Delaware 19801, and the name of the registered agent of the Corporation at such
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of capital stock which the Corporation
shall have authority to issue is Two Million (2,000,000) shares, consisting of
Common Stock, having a par value of one cent ($.01) per share.
Each share of Class A Common Stock, Class B Common Stock and Preferred
Stock issued and outstanding on the date of the adoption of this Restated
Certificate of Incorporation is hereby converted into and reclassified as one
share of Common Stock, par value one cent ($.01) per share.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Corporation's Board of Directors is expressly
authorized to adopt, amend or repeal the by-laws of the Corporation.
SEVENTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented,
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indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive of any other rights to which
those indemnified may be entitled under any by-law, agreement, vote of
stockholders, disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
EIGHTH: From time to time any of the provisions of this Restated
Certificate of Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Restated Certificate of Incorporation are granted subject to the provisions
of this Article EIGHTH.
4. This Restated Certificate of Incorporation was duly adopted by vote of
the stockholders in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, said Medical Advisory Systems, Inc. has caused this
Certificate to be signed by Ronald W. Pickett, its President, and attested by
Geaton De Cesaris, Jr., its secretary, this 31st day of May, 1985.
MEDICAL ADVISORY SYSTEMS, INC.
By: /s/ Ronald W. Pickett
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President
ATTEST:
/s/ Geaton A. De Cesaris
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Secretary
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EXHIBIT 2
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MEDICAL ADVISORY SYSTEMS, INC.
Medical Advisory Systems, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:
The amendment to the Corporation's Certificate of Incorporation set forth
in the following resolution approved by the Corporation's Board of Directors and
stockholders was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware:
FURTHER RESOLVED, that in order to effect the preceding resolution it is
declared advisable that Article Fourth of the Corporation's Certificate of
Incorporation be amended to read as follows:
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is Four Million (4,000,000)
shares, consisting of Common Stock, having a par value of one half cent
($.005) per share.
Each share of Common Stock issued and outstanding on the date of the
adoption of this amended Article Fourth shall be converted into and
reclassified as two shares of Common Stock, par value one half cent
($.005) per share.
IN WITNESS WHEREOF, Medical Advisory Systems, Inc., has caused this
Certificate to be signed and attested by its duly authorized officers, this 6th
day of February, 1986.
MEDICAL ADVISORY SYSTEMS, INC.
BY /s/ Ronald W. Pickett
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President
ATTEST:
/s/ Geaton A. De Cesaris
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Secretary
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EXHIBIT 3
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
MEDICAL ADVISORY SYSTEMS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:
FIRST, that the Board of Directors of Medical Advisory Systems, Inc. (the
"Corporation") duly adopted resolutions setting forth a proposed amendment to
the Certificate of Incorporation of the Corporation, declaring said amendment to
be advisable and directing that the proposed amendment be submitted to the
stockholders of the Corporation for approval. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by deleting Article Fourth thereof and substituting, in its place,
a new Article Fourth as follows:
FOURTH: the total number of shares of capital stock which the Corporation
shall have authority to issue is seven million (7,000,000) shares,
consisting of six million (6,000,000) shares of Common Stock having a par
value of one-half cent ($.005) per share and one million (1,000,000)
shares of Preferred Stock having a par value of one dollar and seventy
five cents ($1.75) per share. The holders of Common Stock shall have one
vote per share and shall be entitled, voting as a class, to elect all
members of the Board of Directors except the number of Directors that the
holders of the Preferred Stock shall be entitled, voting as a class, to
elect, but in any case the holders of the Common Stock shall be entitled
to elect at least a majority of the
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members of the Board of Directors. The Board of Directors is authorized,
subject to limitations prescribed by law and the provisions of this
Article Fourth, to provide for the issuance of the shares of Preferred
Stock in one or more series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time
the number of shares to be included in each series and to fix the
designation, powers (including voting powers), preferences and rights of
the shares of each series and the qualifications, limitations or
restrictions thereof.
Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends are paid or
declared and set apart for payment on shares of the Common Stock with
respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution to
holders of shares of Preferred Stock of all series shall be insufficient
to pay such holders the full preferential amount to which they are
entitled, then such assets shall be distributed ratably among the shares
of all series of Preferred Stock in accordance with the respective
preferential amounts (including unpaid cumulative dividends, if any)
payable with respect thereto.
SECOND, That thereafter, pursuant to resolution of its Board of Directors,
the proposed amendment was submitted to the stockholders of the Corporation and
that the necessary number of shares required by statute consented to the
adoption of the amendment by written consent pursuant to the provisions of
Delaware General Corporation Law Section 228.
THIRD, That prompt written notice of the adoption of the amendment to the
Corporation's Certificate of Incorporation was
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sent to all stockholders of record who had not consented in writing as provided
in Delaware General Corporation Law Section 228(d).
FOURTH, That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said Medical Advisory Systems, Inc. has caused this
certificate to be signed by Ronald W. Pickett, its President, and Geaton A. De
Cesaris, Jr., its Secretary, this 6th day of September, 1988.
By: /s/ Ronald W. Pickett
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President
ATTEST: /s/ Geaton A. De Cesaris
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Secretary
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EXHIBIT 4
MEDICAL ADVISORY SYSTEMS, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Medical Advisory Systems, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of this corporation, a
resolution was duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of the corporation, declaring said amendment to be
advisable, and directing that the amendment be submitted to the stockholders of
the corporation for consideration thereof by them at the annual meeting of
stockholders. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing Article FOURTH thereof so that, as amended, said
Article FOURTH reads as follows:
"FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is eleven million
(11,000,000) shares, consisting of ten million (10,000,000) shares
of Common Stock having a par value of one-half cent ($.005) per
share and one million (1,000,000) shares of Preferred Stock having a
par value of one dollar and seventy five cents ($1.75) per share.
The holders of Common Stock shall have one vote per share and shall
be entitled, voting as a class, to elect all members of the Board of
Directors except the number of Directors that the holders of the
Preferred Stock shall be entitled, voting as a class, to elect, but
in any case the holders of the Common Stock shall be entitled to
elect at least a majority of the members of the Board of Directors.
The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article FOURTH, to
provide for the issuance of the shares of Preferred Stock in one or
more series, and by filing a certificate pursuant to the applicable
law of the State of Delaware, to establish from time to time the
number of shares to be included in each series and to fix the
designations, powers (including voting powers), preferences and
rights of the shares of each series and the qualifications,
limitations or restrictions thereof.
"Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends are paid or
declared and set apart for payment on shares of the Common Stock
with respect to the same dividend period.
"If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets available for distribution
to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full preferential amount to
which they are entitled, then such assets shall be distributed
ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including
unpaid cumulative dividends, if any) payable with respect thereto.".
SECOND: That, thereafter, in accordance with the resolution of the Board
of Directors, the annual meeting of stockholders of this corporation was duly
called and held, upon notice in accordance with the provisions of Section 222 of
the General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares required by statute were voted in favor of the
amendment.
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THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the effect of said amendment is to increase the number of
shares of capital stock that the corporation has the authority to issue from
7,000,000 to 11,000,000, consisting of 10,000,000 shares of Common Stock having
a par value of $.005 per share and 1,000,000 shares of Preferred Stock having a
par value of $1.75 per share.
IN WITNESS WHEREOF, Medical Advisory Systems, Inc. has caused this
certificate to be executed by Thomas M. Hall, M.D., its President and Chief
Executive Officer, this 9th day of December 1996.
MEDICAL ADVISORY SYSTEMS, INC.
By: /s/ Thomas M. Hall, M.D.
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Thomas M. Hall, M.D.
President and Chief Executive Officer
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EXHIBIT 5
BY-LAWS OF MEDICAL ADVISORY SYSTEMS, INC.
ARTICLE I - OFFICES
The registered office in the state of Delaware shall be located in the
city of Wilmington, county of New Castle. The corporation may have such other
offices, either within or without the state of Delaware, as the Board of
Directors may designate or as the business of the corporation may require from
time to time.
ARTICLE II - STOCKHOLDERS
Section 1. Annual Meeting
An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place on such
date, and at such time as the Board of Directors shall each year fix, which date
shall be within thirteen months subsequent to the later of the date of
incorporation or the last annual meeting of stockholders.
Section 2. Special Meetings
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of Directors
or the chief executive officer and shall be held at such place, on such date,
and at such times as they or he shall fix.
Section 3. Notice of Meetings
Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less then ten nor more than sixty days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the General
Corporation Law of the State of Delaware or the Certificate of Incorporation).
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date, and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty days
after the date for which the meeting was originally noticed, or if a new record
date is fixed for the adjourned meeting, written notice of the place, date, and
time of the adjourned meeting shall be given in conformity herewith. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
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Section 4. Quorum
At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of the stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date,
or time.
If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.
Section 5. Organization
Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who is
present shall call to order any meeting of the stockholders and act as chairman
of the meeting. In the absence of the Secretary of the corporation, the
secretary of the meeting shall be such person as the chairman appoints.
Section 6. Conduct of Business
The chairman of any meeting of stockholders shall determine the order of
business and the procedure of the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
Section 7. Proxies and Voting
At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting, except
as otherwise provided herein or required by law.
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All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state the
name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. Every vote taken by
ballots shall be counted by an inspector or inspectors appointed by the chairman
of the meeting.
All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law, all other matters shall be determined by a
majority of the votes cast. There shall be no cumulative voting.
Section 8. Stock List
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
name, shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
Section 9. Informal Action
Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
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ARTICLE III - BOARD OF DIRECTORS
Section 1. Number and Term of Office
The number of directors who shall constitute the whole board shall be such
number not less than three except as otherwise authorized by the Certificate of
Incorporation. Each director shall be elected for a term of one year and until
his successor is elected and qualified, except as otherwise provided herein or
required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.
Section 2. Vacancies
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
Section 3. Regular Meetings
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by one-third of
the directors then in office or by the chief executive officer and shall be held
at such place, on such date, and at such time as they or he shall fix. Notice of
the place, date, and time of each such special meeting shall be given each
director by whom it is not waived by mailing written notice not less then three
days before the meeting or by telegraphing the same not less than eighteen hours
before the meeting. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.
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Section 5. Quorum
At any meeting of the Board of Directors, one-third of the total number of
the whole board, but not less than two, shall constitute a quorum for all
purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.
Section 6. Participation in Meetings by Conference Telephone
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other. Such participation shall
constitute presence in person at such meeting.
Section 7. Conduct of Business
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided herein or required by law. Action may be taken by
the Board of Directors without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors.
Section 8. Powers
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the corporation, including, without limiting the generality of the foregoing,
the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or privileges on
such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or non-negotiable,
secured or unsecured, and to do all things necessary in connection therewith;
(4) To remove any officer of the corporation with or without cause, and
from time to time to devolve the powers and duties of any officer upon any other
person for the time being;
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(5) To confer upon any officer of the corporation the power to appoint,
remove and suspend subordinate officers and agents;
(6) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement, and other
benefit plants for directors, officers and agents of the corporation and its
subsidiaries as it may determine; and,
(8) To adopt from time to time regulations, not inconsistent with these
by-laws, for the management of the corporation's business and affairs.
Section 9. Compensation of Directors
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.
ARTICLE IV - COMMITTEES
Section 1. Committees of the Board of Directors
The Board of Directors, by a vote of a majority of the whole board, may
from time to time designate committees of the board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the board and shall, for those committees and any others provided herein, elect
a director or directors to serve as the member or members, designating, if it
desires, other directors as alternative members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may exercise the power and authority of the Board of Directors to declare a
dividend or to authorize the issuance of stock if the resolution which
designates the committee or a supplemental resolution of the Board of Directors
shall so provide. In the absence or disqualification of any member or any
committee and any alternate member in his place, the member or members of the
committee present at the meeting and not disqualified from voting, whether or
not he or they constitute a quorum, may by unanimous vote appoint another member
of the Board of Directors to act at the meeting in the place of the absent or
disqualified member.
Section 2. Conduct of Business
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of
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all meetings; one-third of the members shall constitute a quorum unless the
committee shall consist of one or two members, in which event one member shall
constitute a quorum; and all matters shall be determined by a majority vote of
the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of such committee.
ARTICLE: V - OFFICERS
Section 1. Generally
The officers of the corporation shall consist of a president, one or more
vice-presidents, a secretary/treasurer and such other subordinate officers as
may from time to time be appointed by the Board of Directors. Officers shall be
elected by the Board of Directors, which shall consider that subject at its
first meeting after every annual meeting of stockholders. Each officer shall
hold his office until his successor is elected and qualified or until his
earlier resignation or removal. Any number of offices may be held by the same
person.
Section 2. President
The President shall be the chief executive officer of the corporation.
Subject to the provisions of these by-laws and to the direction of the Board of
Directors, he shall have the responsibility for the general management and
control of the affairs and business of the corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive or which are delegated to him by the Board of Directors. He shall have
power to sign all stock certificates, contracts and other instruments of the
corporation which are authorized. He shall have general supervision and
direction of all of the other officers and agents of the corporation.
Section 3. Vice-Presidents
Each vice-president shall perform such duties as the Board of Directors
shall prescribe. In the absence or disability of the President, the
vice-president who has served in such capacity for the longest time shall
perform the duties and exercise the powers of the President.
Section 4. Treasurer
The treasurer shall have the custody of all monies and securities of the
corporation and shall keep regular books of account. He shall make such
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the corporation.
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Section 5. Secretary
The secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He
shall have charge of the corporate books.
Section 6. Delegation of Authority
The Board of Directors may from time to time delegate the powers or duties
of any officer to any other officers or agents, notwithstanding any provision
thereof.
Section 7. Removal
Any officer of the corporation may be removed at any time, with or without
cause, by the Board of Directors.
Section 8. Action with Respect to Securities of Other Corporations
Unless otherwise directed by the Board of Directors, the president shall
have power to vote and otherwise act on behalf of the corporation, in person or
by proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of its ownership of securities in such other
corporation.
ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including any action or suit by or in the right of the corporation) by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such suit, action or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, provided, however, that in
the case of an action or suit by or in the right of the corporation, (a) such
person shall be indemnified only to the extent of his expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement thereof and not for any judgments, fines or amounts paid
in settlement and (b) no
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indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless, and only to
the extent that, the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Any indemnification hereunder (unless required by law or ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that the indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in this Article. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders of the corporation.
The indemnification provided herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any statute,
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The corporation may purchase and maintain insurance on behalf of any
person who 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 any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of the General Corporation Law of the State of Delaware or of
these By-Laws.
The corporation's indemnity of any person who is or was a director,
officer, employee or agent of the corporation, shall be reduced by any amounts
such person may collect as indemnification (i) under any policy of insurance
purchased and maintained on his behalf by the corporation.
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Nothing contained in this Article VI, or elsewhere in these By-Laws, shall
operate to indemnify any director or officer if such indemnification is for any
reason contrary to law, either as a matter of public policy, or under the
provisions of the Federal Securities Act of 1933, the Securities Exchange Act of
1934, or any other applicable state or federal law.
For the purposes of this Article, references to "the corporation" include
all constituent corporations absorbed in a consolidation or merger as well as
the resulting or surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent corporation shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.
ARTICLE VII - STOCK
Section 1. Certificates of Stock
Each stockholder shall be entitled to a certificate signed by, or in the
name of the corporation by, the President or a vice-president, and by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer,
certifying the number of shares owned by him. Any of or all the signatures on
the certificate may be facsimile.
Section 2. Transfers of Stock
Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents designed
to transfer shares of stock of the corporation. Except where a certificate is
issued in accordance with Section 4 of Article VII of these by-laws, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.
Section 3. Record Date
The Board of Directors may fix a record date, which shall not be more than
sixty nor less than ten days before the date of any meeting of stockholders, nor
more than sixty days prior to the time for the other action hereinafter
described, as of which there shall be determined the stockholders who are
entitled: to notice of or to vote at any meeting of stockholders or any
adjournment thereof; to express consent to corporate action in writing without a
meeting; to receive payment of any dividend or other distribution or allotment
of any rights; or to exercise any rights with respect to an change, conversion
or exchange of stock or with respect to any other lawful action.
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Section 4. Lost, Stolen or Destroyed Certificates
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.
Section 5. Regulations
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VIII - STOCKHOLDER OPTIONS, AGREEMENTS,
INCENTIVE PLANS AND REDEMPTION AGREEMENTS
Section 1.
The Board of Directors may enter into such stockholder agreements,
options, incentive plans and redemption agreements, as said Board shall
determine to be in the best interest of the corporation.
ARTICLE IX - NOTICES
Section 1. Notices
Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by depositing a
writing in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such stockholder, director,
officer, or agent at his or her address as the same appears on the books of the
corporation. The time when such notice is dispatched shall be the time of the
giving of the notice.
Section 2. Waivers
A written waiver of any notice, signed by a stockholder, director,
officer, or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such stockholder, director, officer, or agent. Neither the business nor
the purpose of any meeting need be specified in such a waiver.
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ARTICLE X - MISCELLANEOUS
Section 1. Facsimile Signatures
In addition to the provisions for the use of facsimile signatures
elsewhere specifically authorized in these by-laws, facsimile signatures of any
officer or officers of the corporation may be used whenever and as authorized by
the Board of Directors or a committee thereof.
Section 2. Corporate Seal
The Board of Directors may provide a suitable seal, containing the name of
the corporation, which seal shall be in charge of the secretary. If and when so
directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the treasurer or by the assistant secretary or
assistant treasurer
Section 3. Reliance upon Books, Reports and Records
Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the corporation, including reports made to the corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
Section 4. Fiscal Year
The fiscal year of the corporation shall be fixed by the Board of
Directors.
Section 5. Time Periods
In applying any provision of these by-laws which require that an act be
done or not done a specified number of days prior to an event or that an act be
done during a period of a specified number of days prior to an event, calendar
days shall be used, the day of the doing of the act shall be excluded and the
day of the event shall be included.
ARTICLE XI - AMENDMENTS
Section 1. Amendments
These by-laws may be amended or repealed by the Board of Directors at any
meeting or by the stockholders at any meeting.
/s/ Ronald Wayne Pickett
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Ronald Wayne Pickett
/s/ Garnett Pickett
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Garnett Pickett
