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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2000
Aries Ventures Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 0-14136 84-0987840
- --------------- ------------ ----------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
28720 Canwood Street, Suite 207, Agoura Hills, California 91301
- --------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 879-6501
Casmyn Corp.
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(Former name or former address, if changed since last report.)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On April 28, 2000, Casmyn Corp. changed its name to Aries Ventures Inc.
and reincorporated from Colorado to Nevada, in accordance with the its Second
Amended Chapter 11 Plan of Reorganization, which was confirmed by the United
States Bankruptcy Court on March 31, 2000 and became effective on April 11,
2000.
The Articles of Incorporation of Aries Ventures Inc., a Nevada
corporation, as filed with the State of Nevada on April 21, 2000, are attached
hereto as Exhibit 3.1. The Articles and Plan of Merger of Casmyn Corp., a
Colorado corporation, and Aries Ventures Inc., a Nevada corporation, as filed
separately with the States of Nevada and Colorado on April 28, 2000, are
attached hereto as Exhibit 3.2. The Bylaws of Aries Ventures Inc., a Nevada
corporation, as adopted by the Board of Directors on April 28, 2000, are
attached hereto as Exhibit 3.3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits:
Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation of Aries Ventures Inc., a Nevada
corporation,, as filed with the State of Nevada on April
21, 2000.
3.2 Articles and Plan of Merger of Casmyn Corp., a Colorado
corporation, and Aries Ventures Inc., a Nevada
corporation, as filed separately with the States of Nevada
and Colorado on April 28, 2000.
3.3 Bylaws of Aries Ventures Inc., a Nevada corporation, as adopted
on April 28, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Aries Ventures Inc.
------------------------
(Registrant)
Date: May 22, 2000 By: /s/ ROBERT N. WEINGARTEN
-----------------------------
Robert N. Weingarten
Chief Financial Officer
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EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
ARIES VENTURES INC.
(A NEVADA CORPORATION)
FIRST: The name of this corporation is: ARIES VENTURES INC.
SECOND: The name and address of the resident agent is:
Paracorp Incorporated
318 N. Carson St. #208
Carson City, Nevada 89701
THIRD: This corporation is authorized to issue an aggregate of
60,000,000 shares of stock in two classes, to be designated "Common Stock"
and "Preferred Stock". The total number of shares of Common Stock shall be
50,000,000, with a par value of $0.01 per share. There shall be only one (1)
class of Common Stock and all holders of Common Stock issued by this
corporation shall have equal voting rights per share of Common Stock. The
total number of shares of Preferred Stock shall be 10,000,000, with a par
value of $0.01 per share.
Shares of Preferred Stock may be issued in such series and
with such voting powers, designations, preferences and relative, participating,
optional or other special rights, or qualification, limitations or restrictions
thereof, as shall be stated and expressed in any resolution or resolutions
providing for the issue of such Preferred Stock adopted by the Board of
Directors of this corporation pursuant to the authority expressly vested in it
by this Article THIRD. The Board of Directors of this corporation hereby is
authorized and directed, from time to time, to determine whether Preferred Stock
may be issued, with such voting powers, designations, preferences and relative,
participating, optional or other special rights, or qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issuance of such preferred stock adopted by the
Board of Directors pursuant to the authority expressly vested in it by the
provisions of this Article THIRD. Any Preferred Stock may be made subject to
redemption at such time or times and at such price or prices, and may be issued
in such series, with such designations, preferences, and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof as shall be stated and expressed in the resolution or
resolutions providing for the issuance of such Preferred Stock adopted by the
Board of Directors of this corporation as hereinabove provided. The holders of
Preferred Stock of any class or series thereof shall be entitled to receive
dividends at such rates, on such conditions and at such times as shall be
expressed in the resolution or resolutions providing for the issuance of such
Preferred Stock adopted by the Board of Directors of this corporation as
hereinabove provided, payable in preference to, or in such relation to, the
dividends payable on any other class or classes of stock and cumulative or
non-cumulative as shall so be expressed. The holders of Preferred Stock or any
class or series thereof shall be entitled to such rights upon the dissolution
of, or upon any distribution of the assets of, this corporation as shall be
stated and expressed in the resolution or resolutions providing for the issue of
such
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Preferred Stock adopted by the Board of Directors of this corporation as
hereinabove provided. Any Preferred Stock or any class or series thereof, if
there are other classes or series, may be made convertible into, or exchangeable
for, shares of any other class or classes or of any other series of the same or
any class or classes of stock of this corporation at such price or prices or at
such rates of exchange and with such adjustments as shall be stated and
expressed in the resolution or resolutions providing for the issuance of such
preferred stock adopted by the Board of Directors as hereinabove provided.
Notwithstanding any other provision of this Article THIRD,
this corporation shall not issue any non-voting equity securities to the extent
required by Section 1123(a)(6) of the United States Bankruptcy Code, and shall
provide for an appropriate distribution of voting power among all classes of
securities possessing voting power to the extent required by Section 1123(a)(6)
of the United States Bankruptcy Code.
All shares of stock of this corporation shall be
non-assessable and shall be fully paid when issued.
FOURTH: The members of the governing board of this corporation
shall be styled "Directors." The number of Directors shall be not less than
three (3) nor more than seven (7) until changed by amendment of the Articles
of Incorporation duly adopted by the stockholders according to Article
TWELFTH. The exact number of Directors shall be fixed from time to time,
within the limits specified herein, pursuant to resolutions adopted by the
Board of Directors, except that no decrease in the number of such Directors
shall prevent any incumbent Director from serving the balance of the term for
which he was duly elected or appointed unless he is removed from office in
accordance with law. All vacancies including those caused by an increase in
the number of Directors may be filled by a majority of the remaining
Directors, though less than a quorum. Directors so appointed to fill any
vacancy shall serve until their successors are elected and qualified. The
Directors shall be classified as to the duration of their respective terms,
or as to their election by one or more authorized classes or series of
shares, in accordance with the terms of the Bylaws of this corporation.
FIFTH: Any proposal duly brought before the stockholders of this
corporation that previously has not been approved by a majority of the Board
of Directors of this corporation, must be approved by the affirmative vote of
the holders of not less than Sixty-Percent (60%) of the total voting power of
all issued and outstanding shares of stock entitled to vote on the matter.
Unless otherwise required by law, all such shares shall vote as a single
class. Subject to the provisions of Article SIXTH below regarding cumulative
voting, any proposal duly brought before the stockholders of this corporation
that previously has been approved by a majority of the Board of Directors of
this corporation and that, under applicable laws of the State of Nevada,
requires the affirmative vote of the stockholders entitled to vote thereon,
must be approved by the affirmative vote of the holders of a majority of the
total voting power of all issued and outstanding shares of stock entitled to
vote on the matter. Unless otherwise required by law, all such shares shall
vote as a single class.
SIXTH: Notwithstanding the provisions of Article FIFTH above and
Article TWELFTH below, the stockholders of this corporation shall not have
the right to cumulative voting unless an amendment to this Article SIXTH
permitting such cumulative voting is approved by the affirmative vote of not
less than Sixty-Percent (60%) of the Directors of this corporation, and duly
adopted by the affirmative vote of a majority of the total voting power
2
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of all issued and outstanding shares of stock entitled to vote on the matter.
Unless otherwise required by law, all such shares shall vote as a single class.
SEVENTH: The provisions of Nevada Revised Statutes 78.378 to
78.3793, inclusive, are not applicable to any acquisition of a controlling
interest in this corporation.
EIGHTH: The provisions of Nevada Revised Statutes 78.411 to 78.444,
inclusive, are applicable to any "combination" (as defined in NRS 78.416) of
this corporation with an "interested stockholder" (as defined in NRS 78.423).
NINTH: Except as provided below in this Article NINTH, no Director
of this corporation shall have personal liability to this corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
Director.
The foregoing provision, however, shall not eliminate or limit
liability (i) for any breach of the Director's duty of loyalty to this
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct, fraud or a knowing violation of law, (iii)
for the payment of dividends in violation of Nevada Revised Statutes, or (iv)
for any transaction from which the Director derived an improper personal
benefit. In the event that the law of the State of Nevada is amended after
approval of this Article NINTH so as to authorize corporate action further
eliminating or limiting the liability of directors, the liability of a Director
of this corporation shall thereupon be eliminated or limited to the fullest
extent permitted by the General Corporation law of the State of Nevada, as so
amended from time to time. The provisions of this Article NINTH shall not be
deemed to limit or preclude indemnification of a Director by this corporation
for any liability of a Director which has not been eliminated by the provisions
of this Article NINTH.
TENTH: This 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 (except an action by or in the right of this corporation) by
reason of the fact that he or she is or was a Director or officer of this
corporation, or is or was serving at the request of this corporation as a
director or officer 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 the action, suit or proceeding if it is determined
by the Board of Directors that such Director acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the
best interests of this 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, does 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 this corporation, and that, with
respect to any criminal action or proceeding, he or she had reasonable cause
to believe that his or her conduct was unlawful.
This 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 or suit by or in the right of this corporation to procure
3
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a judgment in its favor by reason of the fact that he or she is or was a
Director or officer of this corporation, or is or was serving at the request
of this corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including, without limitation, attorneys' fees, judgments, fines and amounts
paid in settlement, actually and reasonably incurred by him or her in
connection with the action, suit or proceeding, if it is determined by the
Board of Directors that such Director or officer acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the
best interests of this 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, does 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 this corporation, and that, with
respect to any criminal action or proceeding, he or she had reasonable cause
to believe that his or her conduct was unlawful.
To the extent that a Director or officer of this corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in this Article TENTH, or in defense of any claim, issue
or matter therein, this corporation shall indemnify him or her against expenses
actually and reasonably incurred by him or her in connection with the defense,
including, without limitation, attorneys' fees, judgments, fines and amounts
paid in settlement. Furthermore, if it is determined by the Board of Directors
that such Director or officer acted in good faith and in a manner which he or
she reasonably believed to be in or not opposed to the best interests of this
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful, such expenses of
officers or Directors incurred in defending a civil or criminal action, suit or
proceeding, shall be paid by this corporation as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the Director or officer to repay the amount
if it ultimately is determined by a court of competent jurisdiction that he or
she is not entitled to be indemnified by this corporation. The indemnification
and advancement of expenses authorized herein continues for a person who has
ceased to be a Director or officer of this corporation, and inures to the
benefit of the heirs, executors and administrators of such a person.
This corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or was a Director or
officer of this corporation (as provided for under the Nevada General
Corporation Law), or is or was serving at the request of this corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, for any liability and expenses incurred by
him her or her in such capacity, whether or not this corporation has the
authority to indemnify him or her against such liability and expenses. No
financial arrangement made pursuant to this ARTICLE TENTH may provide protection
for a person adjudged by a court of competent jurisdiction, after exhaustion of
all appeals therefrom, to be liable for intentional misconduct, fraud or a
knowing violation of law, except with respect to the advancement of expenses or
indemnification ordered by a court. Any insurance or other financial arrangement
made on behalf of a person pursuant to this ARTICLE TENTH may be provided by
this corporation or any other person approved by the Board of Directors, even if
all or part of the other person's stock or other securities is owned by this
corporation.
ELEVENTH: This corporation shall have perpetual existence.
4
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TWELFTH: Any amendment, alteration, change or repeal of any
provisions contained in these Articles of Incorporation duly brought before
the stockholders of this corporation that previously has not been approved by
a majority of the Board of Directors of this corporation, must be approved by
the affirmative vote of the holders of not less than Sixty-Percent (60%) of
the total voting power of all issued and outstanding shares of stock entitled
to vote on the matter. Unless otherwise required by law, all such shares
shall vote as a single class. Subject to the provisions of Article SIXTH
above regarding cumulative voting, any proposal duly brought before the
stockholders of this corporation that previously has been approved by a
majority of the Board of Directors of this corporation and that, under
applicable laws of the State of Nevada, requires the affirmative vote of the
stockholders entitled to vote thereon, must be approved by the affirmative
vote of the holders of a majority of the total voting power of all issued and
outstanding shares of stock entitled to vote on the matter. Unless otherwise
required by law, all such shares shall vote as a single class.
THIRTEENTH: The names and addresses of the initial Directors are:
<TABLE>
<S> <C> <C>
Mr. Mark Zucker Mr. Divo Milan Mr. Selwyn Kossuth
28720 Canwood St., Ste. 207 28720 Canwood St., Ste. 207 28720 Canwood St., Ste. 207
Agoura Hills, CA 91301 Agoura Hills, CA 91301 Agoura Hills, CA 91301
</TABLE>
FOURTEENTH: The name and address of the incorporator is:
Robert N. Weingarten
28720 Canwood St., Ste. 207
Agoura Hills, CA 91301
THE UNDERSIGNED, being the sole incorporator of this
corporation for purposes of forming a corporation pursuant to the General
Corporation Law of the State of Nevada, does make and file these Articles of
Incorporation, hereby declaring and certifying that the facts herein stated are
true and accordingly have hereunto set my hand as of this 21st day of April,
2000.
/s/ ROBERT N. WEINGARTEN
---------------------------
Robert N. Weingarten
5
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EXHIBIT 3.2
ARTICLES AND PLAN OF MERGER
OF
CASMYN CORP.,
A COLORADO CORPORATION
AND
ARIES VENTURES INC.,
A NEVADA CORPORATION
The undersigned officers of CASMYN CORP., a Colorado corporation (as
the Disappearing Corporation), and of ARIES VENTURES INC., a Nevada corporation
(as the Surviving Corporation), agree to these Articles and Plan of Merger, and
submit these Articles and Plan of Merger pursuant to the provisions of Sections
92A, et seq., of the Nevada Revised Statutes and Sections 7-111-101, et seq., of
the Colorado Business Corporation Act.
ARTICLE I
CONSTITUENT CORPORATIONS
The names and places of organization and governing laws of each
constituent corporation are:
A. CASMYN CORP., a Colorado corporation (Disappearing
Corporation)
B. ARIES VENTURES INC., a Nevada corporation (Surviving
Corporation)
ARTICLE II
ADOPTION OF ARTICLES AND PLAN OF MERGER
The respective Boards of Directors of the Surviving Corporation and the
Disappearing Corporation have adopted these Articles and Plan of Merger.
ARTICLE III
APPROVAL OF THE PLAN AND AGREEMENT OF MERGER
These Articles and Plan of Merger have been approved by the respective
shareholders of the Surviving Corporation and the Disappearing Corporation. With
respect to each such Corporation, the number of votes cast for the plan of
merger (the "Merger") by each voting
1
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group entitled to vote separately on the Merger was sufficient for approval by
that group. With respect to the Disappearing Corporation, the Merger was
approved by its shareholders in connection with the approval of a plan of
reorganization (the "Plan of Reorganization") filed and entered March 31, 2000
by order of the United States Bankruptcy Court, Central Division of California,
San Fernando Valley Division, and effective on April 11, 2000. With respect to
the Surviving Corporation, the Merger was approved by its sole shareholder
pursuant to an Action by Written Consent dated as of April 21, 2000.
ARTICLE IV
TERMS AND CONDITIONS OF MERGER
A. The Merger is being effected pursuant to the Plan of
Reorganization. Upon the effectiveness of the Merger, the
Disappearing Corporation shall be merged into the Surviving
Corporation, and each share of capital stock of the
Disappearing Corporation then outstanding shall be converted
into one (1) share of common stock, par value of $0.01 per
share, of the Surviving Corporation
B. The conversion of shares as provided for in these Articles and
Plan of Merger shall occur automatically upon the
effectiveness of the Merger without action by the holders
thereof.
C. Upon the effectiveness of the Merger, the shares of the
Surviving Corporation outstanding immediately prior to the
Merger shall be cancelled and extinguished.
D. Upon the effectiveness of the Merger, the separate existence
of the Disappearing Corporation shall cease and the Surviving
Corporation shall succeed, without other transfer, to all the
rights and property of the Disappearing Corporation and shall
be subject to all the debts and liabilities thereof in the
same manner as if the Surviving Corporation had itself
incurred them.
E. Upon the effectiveness of the Merger, the Disappearing
Corporation, through the persons who were its officers
immediately prior to the Merger, shall execute or cause to be
executed such further assignments, assurances or other
documents as may be necessary or desirable to confirm title to
properties, assets and rights in the Surviving Corporation.
ARTICLE V
AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE SURVIVING CORPORATION
The Articles of Incorporation of the Surviving Corporation shall not be
amended by these Articles and Plan of Merger.
2
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ARTICLES VI
PRINCIPAL OFFICE OF THE SURVIVING CORPORATION
The principal office of the Surviving Corporation is 28720 Canwood
Street, Suite 207, Agoura Hills, California 91301.
ARTICLE VII
EFFECTIVE DATE OF MERGER
The Merger of the Disappearing Corporation into the Surviving
Corporation shall take effect as of the date these Articles and Plan of Merger
are filed with the Secretary of State's offices.
Dated this 27th day of April, 2000
SURVIVING CORPORATION: DISAPPEARING CORPORATION:
ARIES VENTURES INC., CASMYN CORP.,
a Nevada corporation a Colorado corporation
By: /s/ MARK S. ZUCKER By: /s/ MARK S. ZUCKER
------------------------------- --------------------------------
Mark S. Zucker, President and Mark S. Zucker, President and
Chief Executive Officer Chief Executive Officer
By: /s/ ROBERT N. WEINGARTEN By: /s/ ROBERT N. WEINGARTEN
-------------------------------- --------------------------------
Robert N. Weingarten, Chief Robert N. Weingarten, Chief
Financial Officer and Secretary Financial Officer and Secretary
3
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EXHIBIT 3.3
BYLAWS
OF
ARIES VENTURES INC.
A NEVADA CORPORATION
Date of adoption by the
Board of Directors:
April 28, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I. OFFICES
SECTION 1. REGISTERED OFFICE................................................................1
SECTION 2. PRINCIPAL AND OTHER OFFICES......................................................1
ARTICLE II. MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS................................................................1
SECTION 2. ANNUAL MEETINGS..................................................................1
SECTION 3. NOTICE OF STOCKHOLDERS' MEETINGS.................................................1
SECTION 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.....................................2
SECTION 5. SPECIAL MEETINGS.................................................................2
SECTION 6. NOTICE OF STOCKHOLDER BUSINESS...................................................2
SECTION 7. STOCKHOLDER PROPOSALS............................................................2
SECTION 8. ADJOURNED MEETINGS AND NOTICE THEREOF............................................3
SECTION 9. VOTING...........................................................................3
SECTION 10. RECORD DATE......................................................................4
SECTION 11. QUORUM...........................................................................4
SECTION 12. CONSENT OF ABSENTEES.............................................................4
SECTION 13. ACTION WITHOUT MEETING...........................................................5
SECTION 14. PROXIES..........................................................................5
SECTION 15. INSPECTORS OF ELECTION...........................................................6
ARTICLE III. DIRECTORS
SECTION 1. POWERS...........................................................................6
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS............................................6
SECTION 3. NOMINATION OF DIRECTORS..........................................................6
SECTION 4. ELECTION AND STAGGERED TERMS OF OFFICE...........................................7
SECTION 5. REMOVAL..........................................................................8
SECTION 6. VACANCIES........................................................................8
SECTION 7. PLACE OF MEETING.................................................................9
SECTION 8. REGULAR MEETINGS.................................................................9
SECTION 9. SPECIAL MEETINGS; NOTICE.........................................................9
SECTION 10. TELEPHONE MEETINGS...............................................................9
SECTION 11. WAIVER OF NOTICE.................................................................9
SECTION 12. QUORUM..........................................................................10
SECTION 13. ADJOURNMENT.....................................................................10
<PAGE>
SECTION 14. NOTICE OF ADJOURNMENT...........................................................10
SECTION 15. FEES AND COMPENSATION...........................................................10
SECTION 16. ACTION WITHOUT MEETING..........................................................10
ARTICLE IV. COMMITTEES
SECTION 1. COMMITTEES OF DIRECTORS.........................................................11
SECTION 2. COMMITTEE MINUTES...............................................................11
SECTION 3. MEETINGS AND ACTION OF COMMITTEES...............................................11
ARTICLE V. OFFICERS
SECTION 1. OFFICERS........................................................................11
SECTION 2. ELECTION........................................................................12
SECTION 3. SUBORDINATE OFFICERS............................................................12
SECTION 4. REMOVAL AND RESIGNATION.........................................................12
SECTION 5. VACANCIES.......................................................................12
SECTION 6. CHAIRMAN OF THE BOARD...........................................................12
SECTION 7. PRESIDENT.......................................................................13
SECTION 8. EXECUTIVE VICE PRESIDENT........................................................13
SECTION 9. VICE PRESIDENT..................................................................13
SECTION 10. SECRETARY.......................................................................13
SECTION 11. TREASURER (CHIEF FINANCIAL OFFICER).............................................14
ARTICLE VI. MISCELLANEOUS
SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER....................................14
SECTION 2. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS...........................15
SECTION 3. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS........................................15
SECTION 4. ANNUAL REPORT...................................................................15
SECTION 5. CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED...............................15
SECTION 6. CERTIFICATES OF STOCK...........................................................15
SECTION 7. LOST CERTIFICATES...............................................................16
SECTION 8. REPRESENTATION OF SHARES OF OTHER CORPORATIONS..................................16
SECTION 9. MAINTENANCE AND INSPECTION OF BYLAWS............................................16
ARTICLE VII. AMENDMENTS
SECTION 1. POWER OF STOCKHOLDERS...........................................................17
<PAGE>
ARTICLE VIII. INDEMNIFICATION
SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.......................................17
SECTION 2. INDEMNIFICATION OF OTHERS.......................................................18
SECTION 3. INDEMNITY NOT EXCLUSIVE.........................................................18
SECTION 4. CONFLICTS.......................................................................18
SECTION 5. INDEMNITY AGREEMENTS............................................................18
</TABLE>
<PAGE>
BYLAWS
OF
ARIES VENTURES INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the corporation is
hereby fixed and located in Carson City, State of Nevada. The Board of
Directors is hereby granted full power and authority to change said principal
office from one location to another in said state.
SECTION 2. PRINCIPAL AND OTHER OFFICES. The office for the transaction of
business of the corporation and branch or subordinate offices may at any time
be established by the Board of Directors at any place or places where the
corporation is qualified to do business within or without the State of Nevada.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. PLACE OF MEETINGS. All annual meetings of stockholders and all
other meetings of stockholders shall be held either at the principal office or
at any other place within or without the State of Nevada as shall be stated in
the notice of meeting or in a duly executed waiver of notice of meeting as
contemplated pursuant to the provisions of these Bylaws.
SECTION 2. ANNUAL MEETINGS. Unless a different date is specifically
designated in advance by the Board of Directors, the annual meetings of
stockholders shall be held at 10:00 a.m. on the third Thursday of the fifth
month following the end of the corporation's fiscal year (commencing in the
year 2001); PROVIDED, HOWEVER, that should said day fall upon a legal holiday,
then any such annual meeting of stockholders shall be held at the same time and
place on the next day thereafter ensuing which is not a legal holiday. At such
meetings Directors shall be elected, reports of the affairs of the corporation
shall be considered, and any other business may be transacted which is within
the powers of the stockholders.
SECTION 3. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings with
stockholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than ten (10) nor more than sixty (60) days before
each annual meeting. The notice shall specify the place, date and hour of such
meeting and (i) shall be signed by the President, a Vice-President, the
Secretary, or an Assistant Secretary or by such other person or persons
designated by the Board of Directors, and (ii) shall state those matters which
the Board of Directors, at the time of giving
<PAGE>
notice, intends to present for action by the stockholders. The notice of any
meeting at which Directors are to be elected shall include the name of any
nominee or nominees intended at the time of the notice to be presented by the
Board of Directors for election.
SECTION 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Written notice of
any meeting of stockholders shall be given to each stockholder entitled to
vote, either personally, by first-class mail, by facsimile transmission or
other means of written communication, charges prepaid, addressed to such
stockholder at the stockholder's address appearing on the books of the
corporation or given by such stockholder to the corporation for the purpose of
notice. If a stockholder gives no address, notice shall be deemed to have been
given if sent by mail or other means of written communication addressed to the
place where the principal office of the corporation is situated, or if
published at least once in some newspaper of general circulation in the county
in which said office is located. Notice shall be deemed to have been given at
the time when delivered personally, deposited in the mail, sent by facsimile
transmission or sent by other means of written communication.
An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the Secretary, Assistant Secretary or any
transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.
SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes whatsoever, may be called at any time by, and only by, a
majority of the Board of Directors or by the holders of Sixty-Percent (60%) or
more of the voting power of all issued and outstanding shares of stock entitled
to vote on the matter. Unless otherwise required by law, all such shares shall
vote as a single class. Except in special cases where other express provision
is made by statute, notice of such special meetings shall be given in the same
manner as for annual meetings of stockholders. No business other than that
specified in the notice may be transacted.
SECTION 6. NOTICE OF STOCKHOLDER BUSINESS. To be properly brought before
the meeting, business must be of a nature that is appropriate for consideration
at an annual meeting and must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
(ii) otherwise properly brought before the meeting by or at the direction of
the Board of Directors, or (iii) otherwise properly brought before the meeting
by a stockholder.
SECTION 7. STOCKHOLDER PROPOSALS. Proposals for business to be conducted
and actions to be taken by the stockholders at any annual or special meeting
may be made by resolution of the Board of Directors or a committee appointed by
the Board of Directors or by any stockholder entitled to vote at such meeting.
Notwithstanding the foregoing, any stockholder may propose business to be
conducted or actions to be taken at a meeting of the stockholders only if
written notice of such stockholder's intent to propose such business or action
has been given to the Secretary of the corporation not later than (a) the close
of business on the fifteenth (15th) day following the date on which notice of
such meeting or the record date thereof is first publicly announced with
respect to special meetings; or (b) one hundred twenty (120) days prior to the
date that is one year from the date of the immediately preceding annual meeting
of stockholders with
<PAGE>
respect to proposals to be considered at an annual meeting of stockholders.
Each such notice shall set forth: (a) the name and address of the stockholder
who intends to make the proposal; (b) a representation that the stockholder is
a holder of record of stock of the corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to make the
proposals specified in the notice; (c) a copy of the proposal; and (d) such
other information regarding the proposal as is necessary to inform the
stockholders with reasonable particularity of the nature, purpose, intent and
consequences of the proposal to the corporation if adopted. The presiding
Officer at the meeting may refuse to acknowledge any proposal not made in
compliance with the foregoing procedure.
SECTION 8. ADJOURNED MEETINGS AND NOTICE THEREOF. Any stockholders'
meeting, annual or special, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the shares, the
holders of which are either present in person or represented by proxy thereat,
but in the absence of a quorum no other business may be transacted at such
meeting, except as provided in Section 11 of this Article II.
When any stockholders' meeting, either annual or special, is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting, other than by announcement at the meeting at which such
adjournment is taken. At any adjourned meeting, the corporation may transact
any business which might have been transacted at the original meeting
regardless of whether a quorum is present at the adjourned meeting (provided,
however, that a quorum initially was present at the original meeting).
SECTION 9. VOTING. The stockholders entitled to notice of any meeting or
to vote at any such meeting shall be only persons in whose name shares stand on
the stock records of the corporation on the record date determined in
accordance with Section 10 of this Article.
Except as may be otherwise provided in, or pursuant to authority granted
in the Articles of Incorporation, each outstanding share, regardless of class,
shall be entitled to vote on each matter submitted to a vote of the
stockholders. Any stockholder entitled to vote on any matter may vote part of
the shares in favor of the proposal and refrain from voting the remaining
shares or, except when the matter is the election of Directors, may vote them
against the proposal; but, if the stockholder fails to specify the number of
shares which the stockholder is voting affirmatively, it will be conclusively
presumed that the stockholder's approving vote is with respect to all shares
which the stockholder is entitled to vote.
If a quorum is present, the affirmative vote of the majority of the shares
represented and voting at a duly held meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the stockholders, unless the vote of a greater number or a vote
by classes is required by the Nevada General Corporation Law, by the Articles
of Incorporation or pursuant to authority granted in the Articles of
Incorporation..
SECTION 10. RECORD DATE. The Board may fix, in advance, a record date for
the determination of the stockholders entitled to notice of any meeting or to
vote or entitled to receive
<PAGE>
payment of any dividend or other distribution, or any allotment of rights, or
to exercise rights in respect of any other lawful action. The record date so
fixed shall be not more than sixty (60) nor less than ten (10) days prior to
the date of any meeting and not more than sixty (60) days prior to any other
action.
When a record date is so fixed, only stockholders of record at the close
of business on that date are entitled to notice of and to vote at the meeting
or to receive the dividend, distribution, or allotment of rights, or to
exercise of the rights, as the case may be, notwithstanding any transfer of
shares on the books of the corporation after the record date. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the Board
fixes a new record date for the adjourned meeting. The Board shall fix a new
record date if the meeting is adjourned for more than forty-five (45) days from
the date set for the original meeting.
If no record date is fixed by the Board, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the business day next preceding the day on
which notice is given or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held. The record
date for determining stockholders for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution
relating thereto.
SECTION 11. QUORUM. The presence in person or by proxy of persons entitled
to vote a majority of the voting shares at any meeting shall constitute a
quorum for the transaction of business. The stockholders present at a duly
called or held meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
SECTION 12. CONSENT OF ABSENTEES. The transactions of any meeting of
stockholders, either annual or special, however called and noticed, shall be as
valid as if taken at a meeting duly held after regular call and notice, if a
quorum is present either by person or by proxy, and if, either before or after
the meeting, each of the stockholders entitled to vote, not present in person
or by proxy, signs a written waiver of notice, or a consent to the holding of
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Attendance by a person at a meeting shall also
constitute a waiver of notice of and presence at that meeting, except when the
person objects at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.
SECTION 13. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the stockholders may not be taken without a meeting
unless a written consent thereto is signed by stockholders holding
Sixty-Percent (60%) or more of the voting power of all issued and outstanding
shares of stock entitled to vote on the matter. Unless otherwise required by
law, all such shares shall vote as a single class.
<PAGE>
SECTION 14. PROXIES. Every person entitled to vote or execute consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent and filed with the Secretary of the corporation. A proxy shall be deemed
signed if the stockholder's name is placed on the proxy (whether by manual
signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder's duly authorized agent. Except in special cases
where other express provision is made by statute, determination of the
authenticity and validity of such proxy shall be made by the corporation or its
duly appointed agent(s). A proxy that is returned to the corporation executed
by a stockholder or his duly authorized agent, but that does not indicate a
direction with respect to one or more proposals contained therein, shall
constitute a vote FOR any such proposal(s).
A validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) the person who executed the proxy
revokes it prior to the time of voting by delivering a writing to the Secretary
of the corporation stating that the proxy is revoked or by executing a
subsequent proxy and filing such subsequent proxy with the Secretary of the
corporation in accordance with the procedures set forth in these Bylaws for
filing proxies, or (ii) lawful written notice of the death or incapacity of the
maker of that proxy is received by the corporation before the vote pursuant to
that proxy is counted; provided, however, that no such proxy shall be valid
after the expiration of six (6) months from the date of its execution unless
coupled with an interest, or unless the person executing it specifies therein
the length of time for which such proxy is to continue in force, which in no
case shall exceed seven (7) years from the date of its execution. The dates
contained on the forms of proxy presumptively determine the order of execution,
regardless of postmark dates on the envelopes in which they are mailed, or
electronic transmission dates if delivered electronically.
SECTION 15. INSPECTORS OF ELECTION. In advance of any meeting of
stockholders, the Board may appoint any persons other than nominees for office
as inspectors of election to act at such meeting or any adjournment thereof. If
inspectors of election be not so appointed, or if any persons so appointed fail
to appear or refuse to act, the chairman of any such meeting may, and on the
request of any stockholder or stockholder's proxy shall, make such appointment
at the meeting. The number of inspectors shall be either one or three. If
appointed at a meeting on the request of one or more stockholders or proxies,
the majority of shares represented in person or by proxy shall determine
whether one or three inspectors shall be appointed.
The duties of such inspectors shall include: determining the number of
shares outstanding and the voting power of each; determining the number of
shares represented at the meeting and the existence of a quorum; determining
the authenticity, validity, and effect of proxies; receiving votes, ballots, or
consents; hearing and determining all challenges and questions in any way
arising in connection with the right to vote; counting and tabulating all votes
or consents, provided, however, that the Board of Directors may appoint its
transfer agent or other such authorized agent to assist with counting and
tabulating such votes; determining when the polls shall close; determining the
result of any vote; and doing such acts as may be proper to conduct the
election or vote with fairness to all stockholders. If there are three
inspectors of election, the decision, act, or certificate of a majority is
effective in all respects as decision, act, or certificate of all.
<PAGE>
ARTICLE III
DIRECTORS
SECTION 1. POWERS. Subject to limitations of the Articles of
Incorporation, of the Bylaws, and of the laws of the State of Nevada as to
action which shall be authorized or approved by the stockholders, and subject
to the duties of Directors as prescribed by the Bylaws, all corporate powers
shall be exercised by or under the authority of, and the business and affairs
of the corporation shall be controlled by, the Board of Directors.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The number of Directors
of the corporation shall be not less than three (3) nor more than seven (7)
until changed by amendment of the Articles of Incorporation duly adopted by the
stockholders. The exact number of Directors shall be fixed from time to time,
within the limits specified in the Articles of Incorporation, by a resolution
adopted by the Board of Directors. Pursuant thereto, it is hereby specified
that the corporation initially shall have three (3) Directors.
SECTION 3. NOMINATION OF DIRECTORS. Nominations for the Board of Directors
may be made by resolution of the Board of Directors, by a committee appointed
by the Board of Directors or by any stockholder entitled to vote in the
election of Directors. Notwithstanding the foregoing, any stockholder may
nominate one or more persons for election as Directors at a meeting of the
stockholders only if written notice of such stockholder's intent to make such
nomination or nominations has been given to the Secretary of the corporation
not later than the close of business on the fifteenth (15th) day following the
date on which notice of such meeting or the record date thereof is first
publicly announced with respect to special meetings, or, with respect to an
election of Directors to be held at the annual meeting of stockholders, one
hundred twenty (120) days prior to the date that is one year from the date of
the immediately preceding annual meeting of stockholders. Each such notice
shall set forth: (a) the name and address of the stockholder who intends to
make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of any arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
persons) pursuant to which the nomination or nominations are to be made by the
stockholder; (d) such other information regarding each nominee as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission had the nominee been nominated by the
Board of Directors; and (e) the consent of each nominee to serve as a Director
of the corporation if so elected. The presiding Officer at the meeting may
refuse to acknowledge the nomination of any person not made in compliance with
the foregoing procedure.
SECTION 4. ELECTION AND STAGGERED TERMS OF OFFICE. The Directors of the
corporation shall be elected at each annual meeting of stockholders as provided
for under paragraphs (a) through (c) below, but if any such annual meeting is
not held, the Directors may be
<PAGE>
elected at any special meeting of stockholders held for that purpose. All
Directors shall hold office until their respective successors are elected,
unless removed in the manner provided in Section 5 of this Article, by
resignation or the Director otherwise vacates such office.
(1) Commencing as of the effective date of the confirmation order with
respect to the corporation's Second Amended Chapter 11 Plan of Reorganization
(the "PLAN" ), filed with the United States Bankruptcy Court, Central District
of California, San Fernando Valley Division (Case No. SV 99-23968-AG), and
confirmed on March 31, 2000, the corporation's initial Board of Directors shall
be comprised of those three (3) persons described in Section 5.4 of the Plan,
who shall be classified in three (3) classes and shall serve staggered terms,
as described herein and in the Plan. Each class of Directors shall be
distinguished by the duration of the initial term for that class of Directors,
and upon any change in the size of the Board of Directors, each class shall be
as nearly equal in number as possible. The initial term of office of the
Director in the first class (Class 1) shall expire at the annual meeting of the
stockholders of the corporation held during the year 2001 (or, if no annual
meeting is held during the year 2001, then at the next annual meeting of
stockholders held thereafter); the initial term of office of the Director in
the second class (Class 2) shall expire at the annual meeting of the
shareholders of the corporation held during the year 2002 (or, if no annual
meeting is held during the year 2002, then at the next annual meeting of
stockholders held thereafter); and the initial term of office of the Director
in the third class (Class 3) shall expire at the annual meeting of the
stockholders of the corporation held during the year 2003 (or, if no annual
meeting is held during the year 2003, then at the next annual meeting of
stockholders held thereafter).
(2) At each annual meeting of the stockholders of the corporation
occurring after the adoption of these Bylaws by the corporation, the number of
Directors equal to the number of Directors in the class, the term of which
expires at the time of such meeting, shall be elected to hold office for a term
expiring on the third (3rd) annual meeting of stockholders of the corporation
after their election.
(3) Notwithstanding any other provisions hereof, as required under the
Nevada General Corporation Law, at least one-fourth (1/4) of the Directors of
the corporation must be elected annually.
SECTION 5. REMOVAL. Any Director or Directors may be removed either for or
without cause at any time by the affirmative vote of the holders of two-thirds
(2/3) of the corporation's shares then entitled to vote at an election of
Directors, at a special meeting of stockholders duly called for such purpose,
and the vacancies thus created may be filled at the meeting held for the
purpose of removal by the affirmative vote of two-thirds (2/3) of the
corporation's shares then entitled to vote at an election of Directors,
provided that any person elected as a Director pursuant hereto must be duly
nominated as provided in Section 3 of this Article. If the stockholders fail to
fill the vacancies created by removal of such special meeting, the vacancies
shall be filled as provided in Section 6 of this Article.
SECTION 6. VACANCIES. Except for a vacancy filled pursuant to a vote of
the holders of shares pursuant to Section 5 of this Article, vacancies in the
Board of Directors may be filled by
<PAGE>
a majority of the remaining Directors, though less than a quorum, or by a sole
remaining Director, and each Director so elected shall hold office until the
term of the class of the predecessor Director expires and his successor is
elected at an annual or a special meeting of the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to exist
in case (i) of the death, resignation or removal of any Director, (ii) the
authorized number of Directors is increased, (iii) the stockholders fail at any
annual or special meeting of stockholders at which any Director or Directors
are elected to elect the full authorized number of Directors to be voted for at
that meeting, or (iv) the Board of Directors by resolution declares vacant the
office of Director who has been declared of unsound mind by an order of court
or convicted of a felony.
No reduction of the authorized number of Directors shall have the effect
of removing any Director prior to the expiration of his term of office.
SECTION 7. PLACE OF MEETING. Regular meetings of the Board of Directors
shall be held at any place within or without the State of Nevada which has been
designated from time to time by resolution of the Board of Directors or by
written consent of all members of the Board of Directors. In the absence of
such designation, regular meetings shall be held at the principal office of the
corporation. Special meetings of the Board may be held either at a place so
designated or at the principal office.
SECTION 8. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without call immediately following the Annual Meeting of the
Stockholders at the place of which the Annual Meeting is held. Notice of all
such regular meetings of the Board of Directors is hereby dispensed with.
SECTION 9. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors for any purpose or purposes shall be called at any time by the
Chairman of the Board of Directors or the Chief Executive Officer. In addition,
the Chairman of the Board of Directors shall call a special meeting of the
Board of Directors upon the receipt of a written request therefor signed by a
majority of the Board of Directors. Any such request shall be addressed to the
Chairman of the Board at the corporation's principal office for the transaction
of business.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each Director, or sent by facsimile transmission
or mail, charges prepaid, addressed to each Director at that Director's address
as it is shown on the records of the corporation. If the notice is mailed, it
shall be deposited in the United States mail at least forty-eight (48) hours
prior to the time of the holding of the meeting. If the notice is delivered
personally, by telephone or facsimile transmission, it shall be delivered at
least twenty-four (24) hours before the time of the holding of the meeting. Any
oral notice given personally or by telephone may be communicated either to the
Director or to a person at the office of the Director who the person giving
notice reasonably believes will promptly communicate it to the Director. The
provisions of this Section 9 shall govern the delivery of notices of special
meetings regardless of the geographic location or other particular
circumstances of any Director or Directors.
<PAGE>
SECTION 10. TELEPHONE MEETINGS. Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, so long as all
Directors participating in the meeting can hear one another, and all such
Directors shall be deemed to be present in person at the meeting. The Board of
Directors shall determine, in its sole discretion, whether a Director may
participate by telephone or similar communications equipment in a meeting where
a quorum of Directors is physically present at the meeting.
SECTION 11. WAIVER OF NOTICE. The transactions of any meeting of the Board
of Directors, however called and noticed or wherever held, shall be as valid as
if taken at a meeting duly held after regular call and notice, if a quorum is
present, and (i) if either before or after the meeting, each of the Directors
not present signs a written waiver of notice, a consent to holding such meeting
or an approval of the minutes thereof, or (ii) the Director attended the
meeting. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. A waiver of
notice need not specify the purpose of any regular or special meeting of the
Board of Directors.
SECTION 12. QUORUM. A majority of the authorized number of Directors then
in office shall constitute a quorum for the transaction of business, except to
adjourn as provided in Section 13 of this Article. Every act or decision done
or made by a majority of the Directors present at a meeting duly held at which
a quorum is present shall be regarded as the act of the Board of Directors,
unless a greater number is required by law or by the Articles of Incorporation.
A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of Directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.
SECTION 13. ADJOURNMENT. A majority of the Directors present, whether or
not a quorum, may adjourn any meeting to another time and place.
SECTION 14. NOTICE OF ADJOURNMENT. Notice of the time and place of holding
an adjourned meeting need not be given to absent Directors if the time and
place is fixed at the meeting adjourned. If the meeting is adjourned for more
than thirty (30) days, notice of any adjournment to another time or place shall
be given prior to the time of the adjourned meeting to the Directors who were
not present at the time of the adjournment.
SECTION 15. FEES AND COMPENSATION. Pursuant to a resolution adopted by the
Board of Directors of the corporation authorizing the same, Directors may
receive a fixed or other fee and reimbursement of expenses for attendance at
Board of Director meetings, as well as other forms of compensation, including,
without limitation, stock options and other incentive compensation. Nothing
herein contained shall be construed to preclude any Director from serving the
corporation in any other capacity as an Officer, agent, employee, or otherwise,
and receiving compensation therefor.
SECTION 16. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all the
members of the Board or of such
<PAGE>
committee. Such written consent shall be filed with the minutes of the
proceedings of the Board or of such committee. Such action by written consent
shall have the same force and effect as a unanimous vote of such Directors.
ARTICLE IV
COMMITTEES
SECTION 1. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, with each committee to consist of one or more of the Directors of
the corporation. The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at a meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board
of Directors or in the Bylaws of the corporation and consistent with applicable
law, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation.
SECTION 2. COMMITTEE MINUTES. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when requested by
the Board of Directors.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES. Meetings and actions of
committees shall be governed by, and held and taken in accordance with, the
provisions of these Bylaws applicable to the full Board of Directors, with such
changes in the context of those Bylaws as are necessary to substitute the
committee and its members for the Board of Directors and its members; provided,
however, that (i) the time of regular meetings of committees may be determined
either by resolution of the Board of Directors or by resolution of the
committee, and (ii) special meetings of committees may also be called by
resolution of the Board of Directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The Board of Directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these Bylaws.
ARTICLE V
OFFICERS
<PAGE>
SECTION 1. OFFICERS. The Officers of the corporation shall be a President,
a Secretary and a Treasurer (also referred to as Chief Financial Officer). The
corporation may also have, at the discretion of the Board of Directors, a
Chairman of the Board, a Chief Executive Officer, a Vice Chairman of the Board,
one or more Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other Officers as may be appointed in accordance
with the provisions of Section 3 of this Article. One person may hold two or
more offices.
SECTION 2. ELECTION. The Officers of the corporation, except such Officers
as may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article, shall be chosen annually by the Board of Directors, and each
such Officer shall hold office until he or she shall resign or shall be removed
or otherwise disqualified to serve, or his or her successor shall be elected
and qualified.
SECTION 3. SUBORDINATE OFFICERS. The Board of Directors may appoint such
other Officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the Bylaws or as the Board of Directors may from time to
time determine.
SECTION 4. REMOVAL AND RESIGNATION. Any Officer may be removed, either
with or without cause, by a majority of the Directors at the time in office, at
any regular or special meeting of the Board, or, except in case of an Officer
chosen by the Board of Directors, by any Officer upon whom such power of
removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to the Board
of Directors, the President, or to the Secretary of the corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified in that
notice, the acceptance of such resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the Officer is a party.
SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in the Bylaws for regular appointments to such office.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the stockholders and at all meetings of the Board of
Directors and Executive Committee (and with the advice and consent of the Board
of Directors, implement broad policy guidance to the corporation through the
Executive Committee). He shall be ex officio a member of all the standing
committees, a member of the Executive Committee, and shall have such other
powers and duties as may be prescribed by the Board of Directors or the Bylaws.
Unless another person specifically is designated as the chief executive officer
of the corporation, the Chairman of the Board also shall be the chief executive
officer of the corporation. The Chairman of the Board (or any such other
Officer who shall be designated the chief executive officer) shall have general
supervision, direction and control of the business and Officers of the
corporation, subject to the control of the Board of Directors.
<PAGE>
SECTION 7. PRESIDENT. The President shall have direct supervision and
control of the corporate business, and in the absence of the Chairman of the
Board, shall preside over Board of Directors and Executive Committee meetings
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the Board of Directors or prescribed by the Bylaws. At
the discretion of the Board of Directors, the President may also be the Chief
Operating Officer of the corporation, and/or the Chief Executive Officer of the
corporation if such position is not held by the Chairman of the Board or any
other person.
SECTION 8. EXECUTIVE VICE PRESIDENT. The Executive Vice President, if any,
shall have such direct supervision and control of the corporate business as
shall be assigned to him by the President or Chairman of the Board. He shall be
a member of the Executive Committee, and in the absence or disability of the
President, the Executive Vice President shall 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. The Executive Vice President shall
have such other powers and perform such other duties as may be from time to
time assigned to him by the Board of Directors or prescribed by the Bylaws.
SECTION 9. VICE PRESIDENT. In the absence or disability of the President
and the Executive Vice President, the Vice Presidents, if any, in order of
their rank as fixed by the Board of Directors, or if not ranked, the Vice
President designated by the Board of Directors, shall 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. The Vice Presidents shall have
such other powers and perform such other duties as may be from time to time
assigned to them respectively by the Board of Directors or prescribed by the
Bylaws.
SECTION 10. SECRETARY. The Secretary shall keep, or cause to be kept, a
book of minutes at the principal office or such other place as the Board of
Directors may order, of all meetings of Directors (including meetings of
committees) and stockholders, with the time and place of holding, whether
regular or special, and if special, how authorized, the notice thereof given,
the names of those present at Directors' meetings (including meetings of
committees), the number of shares present or represented at stockholders'
meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the corporation's transfer agent, a share register, or a
duplicate share register, showing the names of the stockholders and their
addresses; the number and classes of shares held by each; the number and date
of certificates issued for the same; and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings
of the stockholders and of the Board of Directors required by the Bylaws or by
law to be given, and shall keep the seal of the corporation in safe custody,
and shall have such other powers and perform such other duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
Bylaws.
<PAGE>
SECTION 11. TREASURER (CHIEF FINANCIAL OFFICER). The Treasurer of the
corporation (who may also be referred to from time-to-time as the Chief
Financial Officer of the corporation) shall keep and maintain, or cause to be
kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus and
shares. Any surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account and shall at all reasonable times be
open to inspection by any Director.
The Chief Financial Officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such depositories as may
be designated by the Board of Directors. The Chief Financial Officer shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, shall render to the President and Directors, whenever they request
it, an account of all transactions and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be from time to time assigned to him by the Board of Directors or
prescribed by the Bylaws.
ARTICLE VI
MISCELLANEOUS
SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. Any person who
has been a stockholder of record of the corporation for at least six (6) months
immediately preceding such stockholder's demand, or any person holding, or
thereunto authorized in writing by the holders of, at least five percent (5%)
of all its outstanding shares, upon at least five (5) days' written demand, or
any judgment creditor of the corporation without prior demand, shall have the
right to inspect in person or by agent or attorney, during usual business
hours, the stock ledger or duplicate stock ledger. Holders of voting trust
certificates representing shares of the corporation shall be regarded as
stockholders for the purpose of this section.
Such inspection may be denied to such stockholder or other person upon
refusal by such stockholder or other person to furnish to the corporation an
affidavit that such inspection is (i) not desired for a purpose which is in the
interest of a business or object other than the business of the corporation,
and (ii) that such stockholder or other person has not at any time sold or
offered for sale any list of stockholders of any domestic or foreign
corporation or aided or abetted any person in procuring any such record of
stockholders for any such purpose.
SECTION 2. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS. The
accounting books and records and the minutes of proceedings of the
stockholders, of the Board of Directors, and of any committee or committees of
the Board of Directors shall be kept at such place or places as are designated
by the Board of Directors or, in absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept in written
<PAGE>
form, and the accounting books and records shall be kept either in written form
or in any other form capable of being converted into written form.
Any person who is a stockholder of record and owns not less than Fifteen
Percent (15%) of all the issued and outstanding shares of stock of the
corporation, or has been authorized in writing by the holders of at least
Fifteen Percent (15%) of all the corporation's issued and outstanding shares,
upon at least five (5) days written demand, is entitled to inspect in person or
by agent or by attorney, the books of account and the financial records of the
corporation. The inspection shall include the right to copy and make extracts,
at such stockholder'(s') sole cost and expense.
SECTION 3. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, drafts or
other orders for payment of money, notes or other evidences of indebtedness,
issued in the name of or payable to the corporation, shall be signed or
endorsed by such person or persons and in such manner as, from time to time,
shall be determined by resolution of the Board of Directors.
SECTION 4. ANNUAL REPORT. The Board of Directors of this corporation shall
cause an Annual Report to be sent to the stockholders. The annual report shall
contain (i) a balance sheet as of the end of the fiscal year, (ii) an operating
statement for the fiscal year, (iii) a statement of cash flows for the fiscal
year, and (iv) any report of independent accountants or, if there is no such
report, the certificate of an authorized Officer of the corporation that the
statements were prepared without audit from the books and records of the
corporation.
SECTION 5. CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED. The Board of
Directors, except as otherwise provided in the Bylaws, may authorize any
Officer or Officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances; and unless so authorized by
the Board of Directors, no Officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge
its credit to render it liable for any purpose or to any amount.
SECTION 6. CERTIFICATES OF STOCK. A certificate or certificates for shares
of the capital stock of the corporation shall be issued to each stockholder
when any such shares are fully paid. All such certificates shall be signed by
the President or Executive Vice President or a Vice President and the Secretary
or an Assistant Secretary, or be authenticated by facsimiles of the signatures
of the President and the Secretary, or by a facsimile of the signature of the
President or the Executive Vice President or a Vice President and the written
signature of the Secretary or an Assistant Secretary.
Every certificate authenticated by a facsimile of a signature must be
countersigned by a transfer agent or transfer clerk, and be registered by an
incorporated bank or trust company, either domestic or foreign, as registrar of
transfer, before issuance. If any Officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such Officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if such person were an Officer, transfer agent, or registrar at the date of
issue.
<PAGE>
Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the Board of Directors or the Bylaws may
provide; provided, however, that any such certificate so issued prior to full
payment shall state the amount remaining unpaid and the terms of payment
thereof.
SECTION 7. LOST CERTIFICATES. Except as provided in this Section, no new
certificate for shares shall be issued in lieu of an old one unless the latter
is surrendered and cancelled at the same time. The Board may, however, in case
any certificate for shares is alleged to have been lost, stolen, or destroyed,
authorize the issuance of a new certificate in lieu thereof, and the
corporation may require that the corporation be given a bond or other adequate
security sufficient to indemnify it against any claim that may be made against
it (including expense or liability) on account of the alleged loss, theft, or
destruction of such certificate or the issuance of such new certificate.
SECTION 8. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President,
Executive Vice President, or any Vice President and the Secretary or Assistant
Secretary of this corporation are authorized to vote, represent and exercise on
behalf of this corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation. The
authority herein granted to said Officer or Officers to vote or represent on
behalf of this corporation any and all shares held by this corporation in any
other corporation or corporations may be exercised either by such Officer or
Officers in person or by any person authorized to do so by proxy or power of
attorney duly executed by said Officer or Officers.
SECTION 9. MAINTENANCE AND INSPECTION OF BYLAWS. The corporation shall
keep in its principal office for the transaction of business the original or a
copy of the Bylaws as amended or otherwise altered to date, certified by the
Secretary, which shall be open to inspection by the stockholders at all
reasonable times during office hours.
ARTICLE VII
AMENDMENTS
SECTION 1. POWER OF STOCKHOLDERS. In addition to the right of the
Directors as provided below in Section 2 of this Article VII, and subject to
the immediately following sentence in this Section 1, new Bylaws may be adopted
or these Bylaws may be amended or repealed by the affirmative vote of holders
of not less than Sixty-Percent (60%) of the voting power of all issued and
outstanding shares of stock entitled to vote on the matter. Unless otherwise
required by law, all such shares shall vote as a single class. Notwithstanding
the immediately preceding sentence and Section 2 below of this Article VII, any
Bylaw or amendment thereof changing the authorized range of directors, or
changing from an authorized range of Directors to a fixed number of Directors,
must be approved by the affirmative vote of holders of a majority of the voting
power of all issued
<PAGE>
and outstanding shares of stock entitled to vote on the matter. Unless
otherwise required by law, all such shares shall vote as a single class.
SECTION 2. POWER OF DIRECTORS. In addition to the right of stockholders as
provided above in Section 1 of this Article VII, new Bylaws may be adopted or
these Bylaws may be amended or repealed, by a majority of the Board of
Director, other than (i) a Bylaw or amendment thereof changing the authorized
range of Directors or changing from an authorized range of Directors to a fixed
number of Directors, or (ii) any amendment to Section 5 or Section 13 of
Article II or Section 1 of this Article VII which would increase the voting
percentages set forth therein or otherwise diminish, limit or eliminate any
rights or powers of the stockholders pursuant to such sections (all of which
changes or amendments in clauses (i) or (ii) must be approved by the
stockholders of the corporation pursuant to Section 1 of this Article VII).
ARTICLE VIII
INDEMNIFICATION
SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation
shall, in the manner and to the fullest extent permitted by the laws of the
State of Nevada and as provided in the corporation's Articles of Incorporation,
indemnify each of its Directors and Officers against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding, arising by reason of the fact that such person
is or was an agent of the corporation, or is or was acting in such capacity. In
addition, the corporation shall, in the manner and to the fullest extent
permitted by the laws of the State of Nevada, indemnify each affiliated entity
of any of the corporation's Directors and Officers against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred by such
affiliate in connection with any proceeding, arising by reason of the fact that
such affiliate is or was an agent of the corporation or is or was acting in
such capacity.
SECTION 2. INDEMNIFICATION OF OTHERS. The corporation may, to the extent
and in the manner permitted by the law of the State of Nevada, indemnify each
of its employees and agents (other than Directors and Officers and their
affiliated entities) against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding,
arising by reason of the fact that such person is or was an agent of the
corporation. For purposes of this Article VIII, an "employee" or "agent" of the
corporation (other than a Director or Officer and their affiliated entities)
includes any person (i) who is or was an employee or agent of the corporation,
(ii) who is or was serving at the request of the corporation as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was an employee or agent of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.
SECTION 3. INDEMNITY NOT EXCLUSIVE. The indemnification provided by this
Article VIII shall not be deemed exclusive of any other rights to which those
seeking indemnification
<PAGE>
may be entitled under the corporation's Articles of Incorporation, Bylaws, any
agreement, vote of stockholders or disinterested Directors or otherwise, both
as to action in an official capacity and as to action in another capacity while
holding such office, to the extent that such additional rights to
indemnification are authorized in the corporation's Articles of Incorporation.
SECTION 4. CONFLICTS. No indemnification or advance shall be made under
this Article VIII, except where such indemnification or advance is mandated by
law or the order, judgment or decree of any court of competent jurisdiction, in
any circumstance where it appears:
(1) That it would be inconsistent with a provision of the Articles
of Incorporation, these Bylaws, a resolution of the stockholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or
(2) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
SECTION 5. INDEMNITY AGREEMENTS. The corporation may enter into indemnity
agreements with the persons who are members of its Board of Directors from time
to time, and with such Officers, employees and agents of the corporation and
with such Officers, Directors, employees and agents of subsidiaries as the
Board of Directors may designate as a majority of the Board of Directors may
approve, such indemnity agreements to provide in substance that the corporation
will indemnify such persons as contemplated by this Article VIII, and to
include any other substantive or procedural provisions regarding
indemnification as are not inconsistent with the law of the State of Nevada.
The provisions of such indemnity agreements shall prevail to the extent that
they limit or condition or differ from the provisions of this Article VIII, or
the corporation's Articles of Incorporation to the fullest extent allowable
under the law of the State of Nevada.
I, THE UNDERSIGNED, being the Secretary of ARIES VENTURES INC., a Nevada
corporation, DO HEREBY CERTIFY the foregoing to be the Bylaws of said
corporation, as adopted pursuant to an Action by Written Consent of Directors
dated as of April 28, 2000.
/s/ Robert N. Weingarten
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Robert N. Weingarten, Secretary
