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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to ______________
Commission file number: 33-7945 D
HAAS NEUVEUX & COMPANY
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(Exact name of small business issuer as specified in it charter)
COLORADO 84-1032191
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
94 RUE DE LAUSANNE, CH1202, GENEVA, SWITZERLAND
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(Address of principal executive offices)
011-41-22-9000000
------------------------------
(issuer's telephone number)
1999 BROADWAY, SUITE 3250, DENVER, COLORADO 80202
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: AS OF MAY 5, 2000, THE ISSUER HAD
99,902,058 SHARES OF COMMON STOCK, $.0001 PAR VALUE, OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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INDEX
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PART I - FINANCIAL INFORMATION PAGE
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ITEM 1. FINANCIAL STATEMENTS.
Haas Neuveux & Company
March 31, 2000 and 1999 2
Letter from independent auditors 3
Consolidated Balance Sheets
September 30, 1999 and
March 31, 2000 and 1999 (unaudited) 4
Consolidated Statements of Income
for the year ended September 30, 1999 and
for the six months ended March 31, 2000 and 1999 (unaudited) 5
Consolidated Statements of Cash Flows
for the year ended September 30, 1999 and
for the six months ended March 31, 2000 and 1999 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6
ITEM 2. MANAGEMENT'S PLAN OF OPERATIONS 7
PART II - OTHER INFORMATION 8
SIGNATURES 9
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1
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
HAAS NEUVEUX & COMPANY
FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
2
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[HALLIBURTON, HUNTER & ASSOCIATES, P.C. LETTERHEAD]
May 5, 2000
Board of Directors
Haas Neuveux & Company
1999 Broadway Suite 3250
Denver, CO 80202
Re: Review of unaudited financial statements for inclusion in Form 10-Q filing
for quarter ended March 31, 2000.
Gentlemen:
As independent certified public accountants, we have reviewed the unaudited
financial statements of Haas Neuveux & Company as of March 31, 2000 and for the
six months then ended, and hereby consent to their inclusion in Form 10-Q filing
for that period.
/s/ Halliburton, Hunter & Associates, P.C.
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Halliburton, Hunter & Associates
3
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HAAS NEUVEUX & COMPANY
(a development stage company)
BALANCE SHEETS
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<CAPTION>
March 31 September 30,
2000 1999
(Unaudited) (Audited)
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TOTAL ASSETS: -- --
------------ ------------
$ -- $ --
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 146,858 $ 146,858
------------ ------------
Total liabilities $ 146,858 $ 146,858
============ ============
STOCKHOLDERS' EQUITY:
Preferred stock,
par value $.001 per share;
10,000,000 shares authorized,
none issued -- --
Common stock,
par value $.0001 per share;
100,000 shares authorized;
20,906,058 issued 2,090 2,090
Additional paid in capital 797,339 797,339
Accumulated deficit
during developmental stage 946,287 946,287
------------ ------------
Total stockholders'
Equity (deficit) (146,858) (146,858)
------------ ------------
$ -- $ --
============ ============
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SEE ACCOMPANYING NOTES
4
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HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF OPERATIONS
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<CAPTION>
Six Months Ended March 31,
2000 1999
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REVENUES $ -- $ --
COSTS AND EXPENSES -- --
NET INCOME (LOSS) $ -- $ --
NET INCOME (LOSS) PER COMMON SHARE * *
Weighted average number of
COMMON SHARES OUTSTANDING 20,906,058 20,906,058
</TABLE>
* Less than $.01 per share
See accompanying notes
STATEMENTS OF CASH FLOWS
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<CAPTION>
Six Months Ended March 31,
2000 1999
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Cash flows from operating activities:
Net gain (loss) $ -- $ --
Adjustments to reconcile net gain
(loss) to net cash provided by
operating activities:
Increased (decrease) in payables -- --
------------ ------------
Net cash used in operations -- --
Net increase (decrease) in cash -- --
Cash at beginning of period -- --
Cash at end of period -- --
============ ============
</TABLE>
SEE ACCOMPANYING NOTES
5
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HAAS NEUVEUX & COMPANY
(a development stage company)
Notes to Financial Statements
March 31, 2000
(Unaudited)
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of the financial
condition of registrant have been included, and the disclosures are adequate to
make the information presented not misleading.
Note 1. A summary of significant accounting policies is currently on file with
the U.S. Securities and Exchange Commission in registrant's Form S-18 effective
October 27, 1986.
Note 2. The loss per share was computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period.
Note 3. Registrant has not declared or paid dividends on its common shares since
inception.
Note 4. The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form-10 QSB and do not include
all information and footnotes required by generally accepted accounting
principles for complete financial statements.
Note 5. Income taxes have not been provided for in that registrant has not had a
tax liability from inception through the period of the report due to operating
losses.
6
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ITEM 2. MANAGEMENT'S PLAN OF OPERATION
The Company had no operations during the periods covered by this
report.
Subsequent to the period covered by this report, the following
occurred:
On April 18, 2000, the Company settled its lawsuit against Productos
Forestales de Bolivar, CA ("PFB"), Richard Smith, Norman Piatti and David Bovi,
which was filed on July 28, 1999. A summary of the terms of the settlement is
set forth below in Part II, Item 5.
On April 26, 2000, the Company closed on the acquisition of Beijing
Century Milestone S&T Co., Ltd. ("BCM"), which results in a change in control of
the Company. By virtue of the reorganization, BCM becomes a subsidiary of the
Company, and the Company will continue to operate through its newly acquired
subsidiary. BCM is a high-tech enterprise, which specializes in multi-media
technology, video-processing digitalization, networking through technological
research and production development, along with application systems integration.
A summary of the terms of the acquisition is set forth below in Part II, Item
6(b).
7
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has settled its lawsuit against Productos Forestales de
Bolivar, CA ("PFB"), Richard Smith, Norman Piatti and David Bovi, which was
filed on July 28, 1999. Pursuant to a settlement agreement dated April 18, 2000,
all parties released each other from all claims relating to the lawsuit. The
Company disclaimed any interest in PFB. The defendants acknowledged that Michael
Harrop is the President and sole director of the Company as of the settlement
date and that Richard Smith was not an officer or a director. In connection with
the settlement, the Company authorized the sale of 78,796,000 of the 78,996,000
shares of common stock previously issued to Richard Smith (i.e., all but 200,000
shares) to several third parties. One of the third-party purchasers was Harrop
Lees Brown & Co., of which Michael Harrop is an affiliate.
ITEM 2. CHANGES IN SECURITIES - None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - None.
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibit Number and Brief Description
2.1 Preliminary Plan of Reorganization between the Company and
Beijing Century Milestone S&T Co., Ltd., dated March 6, 2000.
(Incorporated by reference to Exhibit 2.1 of the Company's
current report on Form 8-K dated April 26, 2000 and filed May
5, 2000.)
3.1 Articles of Incorporation, as amended and currently in effect.
(Filed herewith.)
3.2 Bylaws dated May 11, 2000. (Filed herewith.)
27 Financial Data Schedule. (Filed herewith.)
(b) Reports on Form 8-K
On May 5, 2000, subsequent to the Period covered by this report, the
Company filed a current report on Form 8-K to announce the acquisition of
Beijing Century Milestone S&T Co., Ltd. ("BCM"), and the resulting change in
control of the Company. BCM is a high-tech enterprise, which specializes in
multi-media technology, video-processing digitalization, networking through
technological research and production development, along with application
systems integration.
On April 26, 2000, the Company executed a Preliminary Plan of
Reorganization with BCM and certain stockholders of BCM pursuant to which 100%
of the issued and outstanding shares of common stock of BCM (20,000,000 shares)
are to be exchanged on a one share for one share basis for an aggregate of
20,000,000 shares of restricted common stock of the Company. The effective
closing date was April 26, 2000. By virtue of the reorganization, BCM becomes a
subsidiary of the Company, and the Company will continue to operate through its
newly acquired subsidiary.
In connection with the acquisition of BCM, Luo Yun was appointed as
Chairman, Chief Executive Officer, and a Director; Xiao Gung was appointed as
Secretary, Treasurer and a Director; Feng Ji Ming was appointed as a Director;
and Michael Harrop remained as a Director. Mr. Harrop is also acting as
President until the next meeting of the Board of Directors, at which time he
will resign from that position.
The shares due to the Stockholders are to be issued after the
effectiveness of a 10 for 1 reverse split of the outstanding shares, which the
Company intends to submit for shareholder approval as soon as practicable.
8
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
HAAS NEUVEUX & COMPANY
By: /s/ Michael Harrop
-----------------------------------
Michael Harrop, President and
Chief Financial and Accounting Officer
Date: May 11, 2000
9
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EXHIBIT INDEX
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NUMBER BRIEF DESCRIPTION
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2.1 Preliminary Plan of Reorganization between the Company and
Beijing Century Milestone S&T Co., Ltd., dated March 6, 2000.
(Incorporated by reference to Exhibit 2.1 of the Company's
current report on Form 8-K dated April 26, 2000 and filed May
5, 2000.)
3.1 Articles of Incorporation, as amended and currently in effect.
(Filed herewith.)
3.2 Bylaws dated May 11, 2000. (Filed herewith.)
27 Financial Data Schedule. (Filed herewith.)
</TABLE>
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EXHIBIT 3.1
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SUBMIT IN DUPLICATE MAIL TO:
FILING FEE: $22.50 COLORADO SECRETARY OF STATE FOR OFFICE USE ONLY
CORPORATIONS OFFICE
THIS DOCUMENT MUST BE TYPEWRITTEN 1560 BROADWAY, SUITE 200 921059966 $25.00
DENVER, COLORADO 80202 SOS 06-15-92 9:03
(303) 864-2361
</TABLE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
PURSUANT TO THE PROVISIONS OF THE COLORADO CORPORATION CODE, THE
UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENTS TO ITS
ARTICLES OF INCORPORATION:
FIRST: THE NAME OF THE CORPORATION IS (NOTE 1) HAAS NEUVEUX & CIE,
INCORPORATED
SECOND: THE FOLLOWING AMENDMENT TO THE ARTICLES OF INCORPORATION WAS
ADOPTED ON MARCH 27, 1992, AS PRESCRIBED BY THE COLORADO CORPORATION CODE, IN
THE MANNER MARKED WITH AN X BELOW:
SUCH AMENDMENT WAS ADOPTED BY THE BOARD OF DIRECTORS WHERE NO
---------
SHARES HAVE BEEN ISSUED.
X SUCH AMENDMENT WAS ADOPTED BY A VOTE OF THE SHAREHOLDERS. THE
---------
NUMBER OF SHARES VOTED FOR THE AMENDMENT WAS SUFFICIENT FOR APPROVAL.
THE FIRST ARTICLE SHALL BE AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
FIRST: THE NAME OF THE CORPORATION IS:
HAAS NEUVEUX & COMPANY
THIRD: THE MANNER, IF NOT SET FORTH IN SUCH AMENDMENT, IN WHICH ANY
EXCHANGE RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES PROVIDED FOR IN THE
AMENDMENT SHALL BE EFFECTED AS FOLLOWS: NOT APPLICABLE.
FOURTH: THE MANNER IN WHICH SUCH AMENDMENT EFFECTS A CHANGE IN THE
AMOUNT OF STATED CAPITAL AND THE AMOUNT OF STATED CAPITAL AS CHANGED BY SUCH
AMENDMENT ARE AS FOLLOWS: NOT APPLICABLE.
HAAS NEUVEUX & CIE, INCORPORATED (NOTE 1)
BY: /s/
------------------------------
ITS PRESIDENT
AND /s/ (NOTE 2)
------------------------------
ITS SECRETARY
(NOTE 3)
------------------------------
DIRECTOR
NOTES: 1. EXACT CORPORATE NAME OF CORPORATION ADOPTING THE ARTICLES OF
AMENDMENTS. (IF THIS IS A CHANGE OF NAME AMENDMENT, THE NAME BEFORE
THIS AMENDMENT IS FILED).
2. SIGNATURES AND TITLES OF OFFICERS SIGNING FOR THE CORPORATION.
3. WHERE NO SHARES HAVE BEEN ISSUED, SIGNATURE OF A DIRECTOR.
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SUBMIT IN DUPLICATE MAIL TO:
FILING FEE: $22.50 COLORADO SECRETARY OF STATE FOR OFFICE USE ONLY
CORPORATIONS OFFICE
THIS DOCUMENT MUST BE TYPEWRITTEN 1560 BROADWAY, SUITE 200 921059441 $25.00
DENVER, COLORADO 80202 SOS 06-11-92 15:00
(303) 864-2361
</TABLE>
ARTICLES OF AMENDMENT
TO THE
DP871674305 ARTICLES OF INCORPORATION
PURSUANT TO THE PROVISIONS OF THE COLORADO CORPORATION CODE, THE
UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENTS TO ITS
ARTICLES OF INCORPORATION:
FIRST: THE NAME OF THE CORPORATION IS (NOTE 1) VICTOR CAPITAL
CORPORATION
SECOND: THE FOLLOWING AMENDMENT TO THE ARTICLES OF INCORPORATION WAS
ADOPTED ON MARCH 27, 1992, AS PRESCRIBED BY THE COLORADO CORPORATION CODE, IN
THE MANNER MARKED WITH AN X BELOW:
SUCH AMENDMENT WAS ADOPTED BY THE BOARD OF DIRECTORS WHERE NO
--------
SHARES HAVE BEEN ISSUED.
X SUCH AMENDMENT WAS ADOPTED BY A VOTE OF THE SHAREHOLDERS. THE
--------
NUMBER OF SHARES VOTED FOR THE AMENDMENT WAS SUFFICIENT FOR APPROVAL.
SEE EXHIBIT A ATTACHED HERETO AND SPECIFICALLY INCORPORATED
HEREIN BY THIS REFERENCE FOR THE AMENDMENTS TO THE ARTICLES OF
INCORPORATION ADOPTED BY THE SHAREHOLDERS OF THE CORPORATION.
THIRD: THE MANNER, IF NOT SET FORTH IN SUCH AMENDMENT, IN WHICH ANY
EXCHANGE RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES PROVIDED FOR IN THE
AMENDMENT SHALL BE EFFECTED AS FOLLOWS: NOT APPLICABLE.
FOURTH: THE MANNER IN WHICH SUCH AMENDMENT EFFECTS A CHANGE IN THE
AMOUNT OF STATED CAPITAL AND THE AMOUNT OF STATED CAPITAL AS CHANGED BY SUCH
AMENDMENT ARE AS FOLLOWS: NOT APPLICABLE.
VICTOR CAPITAL CORPORATION (NOTE 1)
BY: /s/
--------------------------------
ITS PRESIDENT
AND /s/ (NOTE 2)
--------------------------------
ITS SECRETARY
NOTES: 1. EXACT CORPORATE NAME OF CORPORATION ADOPTING THE ARTICLES OF
AMENDMENTS. (IF THIS IS A CHANGE OF NAME AMENDMENT, THE NAME BEFORE
THIS AMENDMENT IS FILED).
2. SIGNATURES AND TITLES OF OFFICERS SIGNING FOR THE CORPORATION.
3. WHERE NO SHARES HAVE BEEN ISSUED, SIGNATURE OF A DIRECTOR.
<PAGE> 3
EXHIBIT A
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR
VICTOR CAPITAL CORPORATION
The first article shall be amended in its entirety to read as follows:
FIRST: The name of the corporation is:
HAAS NEUVEUX & CIE INCORPORATED
The fourth article shall be amended in its entirety to read as follows:
FOURTH:
(a) Classes of Shares. The outstanding proprietary interest of the
Corporation is hereby reverse split on the basis of one share in
exchange for each 16.5 shares now outstanding. The proprietary interest
of the Corporation shall thereafter be divided into two classes of
stock, which are collectively referred to herein as "Shares." The first
is a class of common stock, par value $0.0001 per share, and the second
a class of preferred stock, par value, $0.001 per share. (An individual
share within the respective classes of stock shall be referred to
appropriately as either a "Common Share" or a "Preferred Share.") The
Corporation has the authority to issue 100,000,000 Common Shares and
10,000,000 Preferred Shares. The authority of the Corporation to issue
shares may be limited by resolution of the board of directors of the
Corporation (the "Board of Directors"). Shares may be issued from time
to time for such consideration in money or property (tangible or
intangible) or labor services actually performed as the Board of
Directors may determine in their sole judgment and without the
necessity of action by the holders of Shares. Common Shares may not be
issued in series. Shares may not be issued until paid for and, when
issued, are nonassessable. Fractional Shares may not be issued by the
Corporation and, in the event fractional shares are or may become
outstanding, the Corporation shall redeem said shares at the then
market price.
(b) Preferred Shares. The designation, preferences, relative rights,
and limitations of Preferred Shares are as follows:
(i) Issuance in Series. The Board of Directors is authorized
to act by resolution, subject to limitations prescribed by the laws of
the State of Colorado, these Articles of Incorporation, the Bylaws of
the Corporation ( the "Bylaws"), and previous resolutions by the Board
of Directors limiting this authorization, to provide for the issuance
of Preferred Shares in series. To exercise this authority the Board of
Directors must first designate the series so established, and,
secondly, fix and determine the relative rights, preferences, and
limitations of the Preferred Shares in the series established to the
extent not fixed and determined by these Articles of Incorporation. The
extent of this authority, with respect to each series established, is
to be determined by reference to the "Colorado Corporation Code"
articles 1 through 10, inclusive, of title 7, Colorado Revised
Statutes, as amended. Without limiting the generality of the foregoing,
this authority includes fixing and determining the following:
1
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1. the number of Preferred Shares which may be issued under the
series established, and the designation of such series;
2. the rate of dividend on Preferred Shares of that series, if
any, the time of payment of dividends, whether dividends shall be
cumulative, and if cumulative, the date from which dividends shall
begin accruing;
3. whether Preferred Shares of that series any be redeemed, and,
if redeemable, the redemption price, terms, and conditions of
redemption;
4. whether to establish a sinking fund or make other provisions
for the redemption or purchase of Preferred Shares of that series;
5. the amount payable over Preferred Share of that series in the
event of the dissolution, liquidation, or winding up of the
Corporation, whether voluntarily or involuntarily;
6. voting powers, if any, of the series; and
7. whether the series shall have conversion privileges, and, if
convertible, the terms and conditions upon which Preferred Shares of
that series shall be convertible, including, without limitation, the
provision, if any for adjustment of the conversion rate and the
payment of additional amounts by holders of such shares upon the
exercise of this privilege.
Irrespective of the limitations set forth in subsection (I)1. of this
Section (b), the Board of Directors may, at any time after the number of
Preferred Shares authorized under a series has been established, authorize
the issuance of additional Preferred Shares of the same series or reduce
the number of Preferred Shares authorized under such series.
All Preferred Shares shall be identical to each other in all respects,
except as those relative rights, preferences, and limitations established
by the Board of Directors pursuant to its authority as determined by
reference to the Colorado Corporation Code and as established in
subsections (i)1. through (i)7., inclusive, of this Section (b), as to
which there may be variations between series.
(ii) Dividend Rights. The holders of Preferred Shares are entitled to
receive when, as, and if declared by the Board of Directors in its sole
discretion, but only out of funds available therefor under the laws of the
State of Colorado, cumulative, partially cumulative, and non-cumulative
dividends, as the case may be. Dividends may be paid in such cash,
property, or Preferred Shares of the same series (including Preferred
Shares of the same series held as treasury Preferred Shares) as the Board
if Directors in its sole discretion may determine upon the dates fixed and
at the intervals determined by the Board of Directors. Dividends will
accrue if cumulative or partially cumulative, whether or not earned or
declared from the date or dates determined by the Board of Directors. Full
dividends on the Preferred Shares of all series for all past periods and
for the then current period must be paid, or declared and a sum sufficient
for such payment be set apart for, or before any other distribution may be
declared or made in respect of, the Common Shares. Accruals of dividends
shall not bear interest.
2
<PAGE> 5
As long as Preferred Shares are outstanding, the Corporation shall not
declare, set apart for payment, pay any dividends (other than dividends
payable in Common Shares), make any distribution on any Common Shares
redeem, purchase or otherwise acquire, or permit any subsidiary to
purchase or otherwise acquire any Common Shares if at the time of making
such declaration, payment, distribution, redemption, purchase, or
acquisition the Corporation is in default with respect to any dividend
payable on or any obligation to redeem or retire, Preferred Shares.
Notwithstanding the foregoing, however, the Corporation may at any time (i)
redeem, purchase, or otherwise acquire Common Shares in exchange for, or
out of the net cash proceeds from, the sale of Common Shares and (ii)
acquire Common Shares that are held by firms or corporations acquired by
the Corporation, whether by merger, consolidation, purchase of assets,
exchange of securities, or otherwise.
(iii) Redemption. On the sole authority and option of the Board of
Directors the Corporation may redeem all or any part of any series of
Preferred Shares outstanding upon the terms (including redemption price)
and conditions in the manner, and upon such notice as is determined by the
Board of Directors. No redemption may be made, however, until all dividends
accrued to the redemption date on all series of Preferred Shares have been
paid, or until declared and a sum sufficient in amount set aside for such
payment. If less than all the Preferred Shares of a series are to be
redeemed on any one date set for redemption, the shares designated for
redemption may be in such amount and determined by such method, whether by
lot, pro rata or otherwise, and subject to such other provisions as the
Board of Directors may from time to time determine in its sole discretion.
Preferred Shares of any series which have been redeemed (whether
by sinking fund or otherwise) shall have the status of authorized and
unissued Preferred Shares, unless the Board of Directors in its sole
discretion cancels such shares. Preferred Shares which have been redeemed,
unless canceled, may be reissued as a part of the series of which they were
originally a part, or may be reclassified and reissued as part of a new
series of Preferred Shares created by resolution of the Board of Directors
or as part of any other series of Preferred Shares.
(iv) Liquidation Rights. In the event of any liquidation, dissolution,
or winding up of the Corporation, whether voluntarily or involuntarily,
which results in any distribution of the assets of the Corporation to its
Shareholders, the holders of Preferred Shares then outstanding shall be
entitled to an amount per share equal to that amount fixed by the Board of
Directors upon the initial issuance of the Preferred Shares of the series
of which the Preferred Shares in question are a part before any
distribution of the assets of the Corporation may be made to or set apart
for the holders of Common Shares.
If assets of the Corporation distributable to the holders of Preferred
Shares are insufficient for the payment to them of the full preferential
amount described above, such assets shall be distributed ratably among the
holders of the Preferred Shares of all series in accordance with the
amounts which would be payable on such distribution if all sums payable
were discharged in full unless the Board of Directors upon the initial
issuance of any series of Preferred Shares has provided otherwise. After
payment in full of the preferential amounts required to be paid to the
holders of the Preferred Shares then outstanding, the holders of Common
Shares shall be entitled, to the exclusion of the holders of Preferred
Shares, to share in all remaining assets of the Corporation in accordance
with their respective interests unless the Board of Directors upon the
initial issuance of any series of Preferred Shares, or otherwise, has
provided otherwise.
3
<PAGE> 6
For purposes of this article and any statement filed pursuant to law
setting forth the designation, description, and terms of any series of
Preferred Shares the voluntary sale, lease, exchange, or transfer (for
cash, securities or other consideration) of all or substantially all of the
property or assets of the Corporation to, or its consolidation or merger
with, any other corporation or corporations shall not be deemed to be a
liquidation, dissolution, or winding up of the Corporation, voluntarily or
involuntarily.
(v) Voting Rights. Except as otherwise provided by the laws of the
State of Colorado or subsection (i)6. of this Section (b), the holders of
Preferred Shares of all series shall not have the right to vote at any
meeting of Shareholders in respect to any matter upon which the vote of
Shareholders is required.
Except as otherwise provided by the laws of the State of Colorado,
these Articles of Incorporation, the Bylaws, or the Board of Directors
acting pursuant to the authority set forth in subsection (i) of Section (b)
and for so long as any Preferred Shares are outstanding, the Corporation
shall not:
1. without the affirmative vote or written consent of the holders
of at least 50% of the then outstanding Preferred Shares voting
separately by class without regard to series (a) create any class of
stock ranking prior to the Preferred Shares as to dividends or
liquidation, (b) increase the authorized number of shares of any such
class of stock, or (c) alter or change any of the provisions hereof so
as to adversely affect the preferences or the special rights or powers
given to the Preferred Shares; or
2. without the affirmative vote or written consent of the holders
of at least 50% of the then outstanding shares of all series of
Preferred Shares voting separately as a series, alter or change any of
the provisions hereof or in the resolution adopted by the Board of
Directors providing for the issuance of a series, if such series has
been issued and Preferred Shares of that series are then outstanding,
so as adversely to affect the preferences, special rights, or powers
to such series.
(vi) Conversion Rights. The holders of Preferred Shares shall have
such rights as are set forth by the Board of Directors in its resolution
authorizing the issuance of the series of which such Preferred Shares are a
part to convert their shares into any other class or series of Shares at
such price or prices or at such rates of exchange and with such adjustments
as shall be determined by the Board of Directors. Preferred Shares so
converted shall have the status of authorized and unissued Preferred Shares
and may be reissued as part of the series of which they were originally a
part, or may be reclassified and reissued as part of a new series of
Preferred Shares to be created by resolution of the Board of Directors or
as part of any other series of Preferred Shares.
(c) General Provisions. Subject to the foregoing provisions, such dividends
(either in cash, Shares or otherwise) as may be determined by the Board of
Directors in its sole discretion may be declared and paid on the Common Shares
from time to time in accordance with the laws of the State of Colorado; however,
Preferred Shares shall not be entitled to participate in any such dividends
whether payable in cash, Shares, or otherwise.
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<PAGE> 7
(d) Voting. Each record holder of Common Shares (and to the extent, if
any, provided by the laws of the State of Colorado or by the Board of Directors
acting pursuant to the authority set forth in Section (b)(i)6. of this article
each record holder of Preferred Shares) shall have one vote on each matter
submitted to a vote for each Share standing in his name on the books of the
Corporation. Unless otherwise required under the laws of the State of Colorado,
these Articles of Incorporation, the Bylaws, or the resolution of the Board of
Directors creating any series of Preferred Shares, no matter submitted to a
Shareholder vote shall require the approval of a class or series of Shares.
(e) Quorum. At all meetings of Shareholders, one-third (1/3) of the
Shares entitled to vote at such meeting, whether represented in person or by
proxy, shall constitute a quorum and at any meeting at which a quorum is present
the affirmative vote of a majority of the Shares represented at such meeting and
entitled to vote on the subject matter shall be the act of the Shareholders.
(f) Distributions to Shareholders. Distributions to liquidate, dissolve,
or wind up the Corporation may be made, after paying or adequately providing for
the payment of all the debts and liabilities of the Corporation, from the assets
of the Corporation to the holders of Shares in the order of priority established
by the laws of the State of Colorado, these Articles of Incorporation, Bylaws,
and the resolutions of the Board of Directors may from time to time distribute
to the holders of Shares in partial liquidation out of either stated capital or
capital surplus of the Corporation a portion of the assets of the Corporation in
cash or property, subject to any limitations imposed by the laws of the State of
Colorado, these Articles of Incorporation, the Bylaws, and resolution of the
Board of Directors in providing for the issuance of Shares by class or series.
Further, dividends in cash, property, or Shares may be paid, as, when and if
declared by the Board of Directors in its sole discretion out of funds of the
Corporation to the extent and in the manner prescribed by the laws of the State
of Colorado, these Articles of Incorporation, the Bylaws, and the resolutions of
the Board of Directors in providing for the issuance of Shares by class or
series.
(g) Stock Rights and Options. The Corporation is authorized to create and
issue, whether or not in connection with the issuance and sale of any of the
Shares or other securities of the Corporation, rights or options entitling the
holders thereof to purchase Shares or other securities from the Corporation.
These rights and options shall be evidenced in such manner as the Board of
Directors approves and must set forth the terms upon which, the time within
which, the Shares and the number of Shares acquirable, and the price at which
the options or rights may be exercised.
5
<PAGE> 8
ARTICLES OF INCORPORATION
OF
VICTOR CAPITAL CORPORATION
The undersigned natural person, who is more than eighteen years of age,
hereby establishes a corporation pursuant to the Statutes of Colorado and adopts
the following Articles of Incorporation:
FIRST: The name of the corporation is VICTOR CAPITAL CORPORATION.
SECOND: The corporation shall have perpetual existence.
THIRD: (a) Purposes. The nature, objects and purposes of the business to be
transacted shall be as follows:
(i) The acquisition of or merger with other business or businesses; and
(ii) To transact all lawful business for which corporations may be
incorporated pursuant to the Colorado Corporation Code, as amended.
FOURTH: (a) The aggregate number of shares which the corporation shall have
the authority to issue is 100,000,000 shares of common stock having a par value
of $.0001 per share.
(b) Each shareholder of record shall have one vote for each share of
stock standing in his or her name on the books of the corporation and entitled
to vote, except in the election of directors, he or she shall have the right to
vote such number of shares for as many persons as there are directors to be
elected. Cumulative voting shall not be permitted in the election of directors
or otherwise.
(c) At all meetings of shareholders, one-third of the shares entitled
to vote at such meeting, represented in person or by proxy, shall constitute a
quorum.
(d) The shareholders, by vote or concurrence of a majority of the
outstanding shares of the corporation, or any class or series thereof, entitled
to vote on the subject matter, may take any action which, except for this
Article, would require a two-thirds vote under the Colorado Corporation Code, as
amended.
(e) No shareholder of the corporation shall have any preemptive or
other right to subscribe for any additional unissued or treasury shares of stock
or for other securities of any class, or for rights, warrants or options to
purchase stock or for scrip, or for securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.
<PAGE> 9
(f) The board of directors may from time to time distribute to the
shareholders in partial liquidation, out of stated capital or capital plus of
the corporation, a portion of its assets, in cash or property, subject to the
limitations contained in the statutes of Colorado and these Articles of
Incorporation.
FIFTH: The number of directors of the corporation shall be fixed by the
bylaws and shall not be less than three nor more than nine. Three directors
shall constitute the initial board of directors. The name and addresses of the
initial directors are as follows:
James F. Richie
7407 E. Nichols Place
Englewood, CO 80112
Betty L. Richie
7404 E. Nichols Place
Englewood, CO 80112
R. Michael Jackson
12271 W. Dakota Drive
Lakewood, CO 80228
SIXTH: The address of the initial registered office of the corporation
is 143 Union Boulevard, Suite 900, Lakewood, CO 80228.
The name of its initial registered agent at such address is R. Michael
Jackson.
The corporation may conduct part or all of its business in any other
part of Colorado, of the United States or of the world. It may hold, purchase,
mortgage, lease and convey real and personal property in any of such places.
SEVENTH: The board of directors is authorized to impose any restriction
on the sale, pledge, transfer or other disposition of shares of the corporation
by the shareholders which, in its sole discretion, is necessary or desirable for
the corporation, including, but not limited to, those restrictions necessary to
enable the corporation to comply with state and federal securities laws.
EIGHTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers conferred by
law.
(a) Contracts with directors, etc. No contract or other transaction
between the corporation and one or more of its directors or any other
corporation, firm, association or entity in which one or more of its directors
are directors or officers or are
2
<PAGE> 10
financially interested shall be either void or voidable solely because of such
relationship or interest or solely because such directors are present at the
meeting of the board of directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction or solely because their votes
are counted for such purposes if: (i) the fact of such relationship or interest
is disclosed or known to the board of directors or committee which authorizes,
approves or ratifies the contract or transaction by a vote or consent sufficient
for the purpose without counting the votes or consents of such interested
directors; or (ii) the fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize, approve or ratify
such contract or transaction is fair and reasonable to the corporation. Common
or interested directors may be counted in determining the presence of a quorum
at a meeting of the board of directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction.
(b) Indemnification of directors, etc. The corporation shall indemnify,
to the extent permitted by law, any director, officer, agent, fiduciary or
employee of the corporation against any claim, liability or expense arising
against or incurred by such person as a result of actions reasonably taken by
him at the direction of the corporation. The corporation shall further have the
authority to the full extent permitted by law to indemnify its directors,
officers, agents, fiduciaries and employees against any claim, liability or
expense arising against or incurred by them in all other circumstances and to
maintain insurance providing such indemnification.
(c) Negation of equitable interests in shares or rights. The
corporation shall be entitled to treat the registered holder of any shares of
the corporation as the owner thereof for all purposes, including all rights
deriving from such shares, and shall not be bound to recognize any equitable or
other claim to, or interest in such shares, or rights deriving from such shares,
and on the part of any other person, including but without limiting the
generality hereof, a purchaser, assignee or transferee of such shares or rights
deriving from such shares, unless and until such purchaser, assignee, transferee
or other person becomes the registered holder of such shares, whether or not the
corporation shall have either actual or constructive notice of the interest of
such purchaser, assignee or transferee or other person. The purchaser, assignee
or transferee of any of the shares of the corporation shall not be entitled; to
receive notice of the meetings of the shareholders; to vote at such meetings; to
examine a list of the shareholders; to be paid dividends or other sums payable
to shareholders; or own, enjoy and exercise any other property or rights
deriving from such shares against the corporation until such purchaser, assignee
or transferee has become the registered holder of such shares. Notwithstanding
the foregoing, the directors may recognize as record owners shareholders who
have been certified as such pursuant to the procedures required by the Colorado
Corporation Code, the corporation's bylaws, and the board of directors.
3
<PAGE> 11
NINTH: The name and address of the incorporator is:
R. Michael Jackson
12271 W. Dakota Drive
Lakewood, Colorado 80228
Dated the 22nd day of May, 1986
/s/ R Michael Jackson
---------------------
Incorporator
VERIFICATION
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I, Cynthia Kay Mylott, a notary public, hereby certify that on the 22nd
day of May, 1986, personally appeared before me R. MICHAEL JACKSON, who being by
me first sworn, declared that she is the person who signed the foregoing
document as incorporator and that the statements therein contained are true.
My commission expires: 12/04/88
/s/ Cynthia Kay Mylott
----------------------
Notary Public
4
<PAGE> 1
EXHIBIT 3.2
BYLAWS
OF
HAAS NEUVEUX & COMPANY
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL OFFICE. The principal office of the corporation
shall be located at 94 Rue de Lausanne, CH1202, Geneva, Switzerland. The
corporation may have such other offices, either within or outside of the State
of Colorado, as the Board of Directors may designate or as the business of the
corporation may require from time to time.
Section 1.2 REGISTERED OFFICE. The registered office of the
corporation, required by the Colorado Business Corporation Act to be maintained
in the State of Colorado, may be, but need not be, identical with the principal
office in the State of Colorado, and the address of the registered office may be
changed from time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
Section 2.1 ANNUAL MEETING. The annual meeting of the shareholders
shall be held within six months of the end of the corporation's fiscal year, at
such place, on such date, and at such hour as the Board of Directors shall fix
by resolution for the purpose of electing directors and for the transaction of
such other business as may come before the meeting.
Any shareholder entitled to participate in an annual meeting may apply
to the district court in the county in Colorado where the corporation's
principal office is located or, if the corporation has no principal office in
Colorado, to the district court of the county in which the corporation's
registered office is located to seek an order that a shareholder meeting be held
if an annual meeting was not held within six months after the close of the
corporation's most recently ended fiscal year or fifteen months after its last
annual meeting, whichever is earlier.
Section 2.2 SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President, by a majority of the Board of Directors, or by the person or
persons authorized by resolution of the Board of Directors and shall be called
by the President upon the receipt of one or more written demands for a special
meeting, stating the purpose or purposes for which it is to be held, signed and
dated by the holders of shares representing at least ten percent of all the
votes entitled to be cast on any issue proposed to be considered at the meeting.
Any person who participated in a call of or demand for a special
meeting effective under C.R.S. Section 7-107-102(1) may apply to the district
court in the county in Colorado where the corporation's principal office is
located or, if the corporation has no principal office in Colorado, to the
district court of the county in which the corporation's registered office is
located to seek an order that a shareholder meeting be held if: (i) notice of
the special meeting was not given within thirty days after the date of the call
or the date the last of the demands necessary to require calling of the meeting
was received by the corporation pursuant to C.R.S. Section 7-107-102(1); or (ii)
the special meeting was not held in accordance with the notice.
Section 2.3 PLACE OF MEETINGS. The Board of Directors may designate any
place, either within or outside of the State of Colorado, as the place of
meeting for any annual meeting or for any
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BYLAWS - HAAS NEUVEUX & COMPANY Page 1 of 18
<PAGE> 2
special meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the corporation in
the State of Colorado.
Section 2.4 NOTICE OF MEETING. Notice stating the place, day and hour
of each annual and special meeting of shareholders and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall, unless
otherwise prescribed by statute, be delivered not less than ten nor more than
sixty days before the date of the meeting, either personally or by mail, by or
at the direction of the President, or the Secretary, or the officer or other
persons calling the meeting, to the shareholders; provided, however, that if the
authorized shares is to be increased, at least thirty days' notice shall be
given. Unless otherwise required by statute, notice need be given only to
shareholders entitled to vote at such meeting.
Notice of a special meeting shall include a description of the purpose
or purposes of the meeting. Notice of an annual meeting need not include a
description of the purpose or purposes of the meeting except the purpose or
purposes shall be stated with respect to (i) an amendment to the Articles of
Incorporation of the corporation, (ii) a merger or share exchange in which the
corporation is a party, (iii) a sale, lease, exchange or other disposition,
other than in the usual and regular course of business, of all or substantially
all of the property of the corporation, with or without the goodwill, (iv) a
dissolution of the corporation, or (v) any other purpose for which a statement
of purpose is required by the Colorado Business Corporation Act.
Notice shall be given personally or by mail, private carrier,
telegraph, teletype, electronically transmitted facsimile or other form of wire
or wireless communication by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting. If mailed and if in a
comprehensible form, such notice shall be deemed to be given and effective when
deposited in the United States mail, addressed to the shareholder at his or her
address as it appears in the corporation's current record of shareholders, with
postage prepaid. If written notice is given other than by mail, and provided
that such notice is in a comprehensible form, the notice is given and effective
at the earliest of: (i) the date received; (ii) five days after mailing; or
(iii) the date shown on the return receipt, if mailed by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee.
If requested by the person or persons lawfully calling such meeting,
the notice shall be given at corporate expense.
When a meeting is adjourned to another date, time or place, notice need
not be given of the new date, time or place if the new date, time or place of
such meeting is announced before adjournment at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may transact any
business which may have been transacted at the original meeting. If the
adjournment is for more than 120 days, or if a new record date is fixed for the
adjourned meeting, a new notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting as of the new record date.
A shareholder may waive notice of a meeting before or after the time
and date stated in the notice as the date or time when any action will occur or
has occurred by a writing signed by the shareholder entitled to the notice. Such
waiver shall be delivered to the corporation for filing with the corporate
records provided that such delivery and filing shall not be conditions of the
effectiveness of the waiver. Further, by attending a meeting either in person or
by proxy, a shareholder waives objection to lack of notice or defective notice
of the meeting unless the shareholder objects at the beginning of the meeting to
the holding of the meeting or the transaction of business at the meeting because
of lack of notice or defective notice. By attending the meeting, the shareholder
also waives any objection to consideration in the meeting of a particular matter
not within the purpose or purposes described in the meeting notice unless the
shareholder objects to considering the matter when it is presented.
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BYLAWS - HAAS NEUVEUX & COMPANY Page 2 of 18
<PAGE> 3
No notice need be sent to any shareholder if three successive notices
mailed to the last known address of such shareholder have been returned as
undeliverable until such time as another address for such shareholder is made
known to the corporation. In order to be entitled to receive notice of any
meeting, a shareholder shall advise the corporation in writing of any change in
such shareholder's mailing address as shown on the corporation's books and
records.
Section 2.5 FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to (i) be given notice of any meeting of shareholders or
any adjournment thereof, (ii) to vote at any meeting, (iii) take any other
action, (iv) receive distributions or share dividends, or (v) demand a special
meeting, or to make a determination of shareholders for any other proper
purpose, the Board of Directors may fix a future date as the record date for any
such determination of shareholders, such date in any case to be not more than
seventy days and, in the case of a meeting of shareholders, not less than ten
days, prior to the date of the meeting or the particular action requiring such
determination of shareholders is to be taken. If no record date is fixed by the
directors, the record date shall be the day before the first notice of the
meeting is given to shareholders, or the date on which the Board of Directors
authorizes a distribution, as the case may be. When a determination of
shareholders entitled to vote at any meeting of shareholders is made as provided
in this Section, such determination shall apply to any adjournment thereof
unless the Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than 120 days after the date fixed for the
original meeting. Unless otherwise specified when the record date is fixed, the
time of day for such determination shall be as of the corporation's close of
business on the record date.
Notwithstanding the above, the record date for determining the
shareholders entitled to take action without a meeting or entitled to be given
notice of action so taken shall be the date a writing upon which the action is
taken is first received by the corporation. The record date for determining
shareholders entitled to demand a special meeting shall be the date of the
earliest of any of the demands pursuant to which the meeting is called, or the
date that is 60 days before the date the first of such demands is received by
the corporation, whichever is later.
Section 2.6 VOTING LISTS. After a record date is fixed for a
shareholders' meeting, the Secretary shall make a complete list of the
shareholders entitled to be given notice of such meeting or any adjournment
thereof. The list shall be arranged by voting groups and within each voting
group by class or series of shares, shall be in alphabetical order within each
class or series, and shall show the address of and the number of shares of each
class or series held by each shareholder. For the period beginning the earlier
of ten days prior to the meeting or two business days after notice of the
meeting is given and continuing through the meeting and any adjournment thereof,
this list shall be kept on file at the principal office of the corporation or at
a place (which shall be identified in the notice of the meeting or any
adjournment thereof) in the city where the meeting will be held. Such list shall
be available for inspection on written demand by any shareholder (including for
the purpose of this Section 2.6 any holder of voting trust certificates) or his
or her agent or attorney during regular business hours and during the meeting or
adjournment thereof. The original stock transfer books shall be prima facie
evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.
Any shareholder, his or her agent, or attorney may upon written demand
copy the list during regular business hours and during the period it is
available for inspection, provided (i) the shareholder has been a shareholder
for at least three months immediately preceding the demand or holds at least
five percent of all outstanding shares of any class of shares as of the date of
the demand, (ii) the demand is made in good faith and for a purpose reasonably
related to the demanding shareholder's interest as a shareholder, (iii) the
shareholder describes with reasonable particularity the purpose and the records
the shareholder desires to inspect, (iv) the records are directly in connection
with the described purpose, and (v) the shareholder pays a reasonable charge
covering the costs of labor and material for such copies, not to exceed the
estimated cost of production and reproduction.
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BYLAWS - HAAS NEUVEUX & COMPANY Page 3 of 18
<PAGE> 4
Section 2.7 QUORUM. A majority of the votes entitled to be cast on the
matter by a voting group, represented in person or by proxy, constitutes a
quorum of that voting group for action on that matter. If no specific voting
group is designated in the Articles of Incorporation or under the Colorado
Business Corporation Act for a particular matter, all outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a voting group. In the absence of a quorum at any such meeting, a
majority of the shares so represented may adjourn the meeting from time to time
for a period not to exceed one hundred twenty days for any one adjournment
without further notice. However, if the adjournment is for more than one hundred
twenty days or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal during such meeting of that number of shareholders whose absence
would cause there to be less than a quorum.
Section 2.8 MANNER OF ACTING. If a quorum is present, an action on a
matter other than the election of directors by a voting group is approved if the
votes cast within the voting group favoring the action exceed the votes cast
within the voting group opposing the action, unless a greater number of
affirmative votes is otherwise required by the Colorado Business Corporation
Act, the Articles of Incorporation or these Bylaws.
Section 2.9 PROXIES. A shareholder may vote the shareholder's shares in
person or by proxy by signing an appointment form, either personally or by his
or her duly authorized attorney-in-fact. A shareholder may also appoint a proxy
by transmitting or authorizing the transmission of a telegram, teletype, or
other electronic transmission providing a written statement of the appointment
to the proxy, a proxy solicitor, proxy support service organization, or other
person duly authorized by the proxy to receive appointments as agent for the
proxy, or to the corporation. The transmitted appointment shall set forth or be
transmitted with written evidence from which it can be determined that the
shareholder transmitted or authorized the transmission of the appointment. The
proxy appointment form shall be filed with the Secretary of the corporation
before or at the time of the meeting. The appointment of a proxy is effective
when received by the corporation and is valid for eleven months unless a
different period is expressly provided in the appointment form or similar
writing.
Any complete copy, including an electronically transmitted facsimile,
of an appointment of a proxy may be substituted for or used in lieu of the
original appointment for any purpose for which the original appointment could be
used.
An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest. An appointment made irrevocable is revoked when the
interest with which it is coupled is extinguished, but such revocation does not
affect the right of the corporation to accept the proxy's authority unless (i)
the corporation had notice that the appointment was coupled with an interest and
notice that such interest is extinguished is received by the Secretary or other
officer or agent authorized to tabulate votes before the proxy exercises his or
her authority under the appointment or (ii) other notice of the revocation of
the appointment is received by the Secretary or other officer or agent
authorized to tabulate votes before the proxy exercises his or her authority
under the appointment. Other notice of revocation, may, in the discretion of the
corporation, be deemed to include the appearance at a shareholders meeting of
the shareholder who granted the proxy and his or her voting in person on any
matter subject to a vote at such meeting.
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BYLAWS - HAAS NEUVEUX & COMPANY Page 4 of 18
<PAGE> 5
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the Secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his or her
authority under the appointment.
The corporation shall not be required to recognize an appointment made
irrevocable if it has received a writing revoking the appointment signed by the
shareholder either personally or by the shareholder's attorney-in-fact,
notwithstanding that the revocation may be a breach of an obligation of the
shareholder to another person not to revoke the appointment.
A transferee for value of shares subject to an irrevocable appointment
may revoke the appointment if the transferee did not know of its existence when
he or she acquired the shares and the existence of the irrevocable appointment
was not noted on the certificate representing the shares or on the information
statement for shares without certificates.
Section 2.10 VOTING OF SHARES. Except as otherwise provided in this
Section or in the Articles of Incorporation, each outstanding share, regardless
of class, shall be entitled to one vote, except in the election of directors,
and each fractional share shall be entitled to a corresponding fractional vote
on each matter submitted to a vote at a meeting of shareholders. At each
election for directors, every shareholder entitled to vote at such election has
the right to vote, in person or proxy, all of the shareholder's votes for as
many persons as there are directors to be elected and for whose election the
shareholder has a right to vote unless the Articles of Incorporation provide
otherwise. Cumulative voting shall not be permitted in the election of directors
or for any other purpose. At each election of directors, that number of
candidates equaling the number of directors to be elected, having the highest
number of votes cast in favor of their election, shall be elected to the Board
of Directors.
Except as otherwise ordered by a court of competent jurisdiction upon a
finding that the purpose of this Section would not be violated in the
circumstances presented to the court, the shares of the corporation are not
entitled to be voted if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the corporation owns, directly or
indirectly, a majority of the shares entitled to vote for directors of the
second corporation; provided, however, that this provision shall not limit the
power of the corporation to vote any shares, including the corporation's own
shares, held by it in a fiduciary capacity.
Redeemable shares are not entitled to be voted after notice of
redemption is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company, or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.
Section 2.11 CORPORATION'S ACCEPTANCE OF VOTES. If the name signed on a
vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment, or
proxy appointment revocation and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver, proxy appointment or
proxy appointment revocation does not correspond to the name of a shareholder,
the corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment or proxy appointment revocation and to
give it effect as the act of the shareholder if:
(a) the shareholder is an entity and the name signed purports
to be that of an officer or agent of the entity;
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BYLAWS - HAAS NEUVEUX & COMPANY Page 5 of 18
<PAGE> 6
(b) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the shareholder and, if
the corporation requests, evidence of fiduciary status acceptable to
the corporation has been presented with respect to the vote, consent,
waiver, proxy appointment, or proxy appointment revocation;
(c) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation
requests, evidence of this status acceptable to the corporation has
been presented with respect to the vote, consent, waiver, proxy
appointment, or proxy appointment revocation;
(d) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has been presented
with respect to the vote, consent, waiver, proxy appointment, or proxy
appointment revocation;
(e) two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one
of the co-tenants or fiduciaries and the person signing appears to be
acting on behalf of all the co-tenants or fiduciaries; or
(f) the acceptance of the vote, consent, waiver, proxy
appointment or proxy appointment revocation is otherwise proper under
rules established by the corporation that are not inconsistent with
this Section 2.11.
The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the Secretary or other officer or
agent authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.
Neither the corporation nor any of its officers or agents who accepts
or rejects a vote, consent, waiver, proxy appointment, or proxy appointment
revocation in good faith and in accordance with the standards of this Section is
liable in damages for the consequences of the acceptance or rejection.
Section 2.12 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Unless the
Articles of Incorporation require that such action be taken at a shareholders'
meeting any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if all of the shareholders entitled
to vote thereon consent to such action in writing. No action pursuant to this
Section shall be effective unless the corporation has received writings that
describe and consent to the action, signed by all of the shareholders entitled
to vote on the action. Any such writing may be received by the corporation by
electronically transmitted facsimile or other form of wire or wireless
communication providing the corporation with a complete copy thereof, including
a copy of the signature thereto. Action taken pursuant to this Section shall be
effective as of the date the corporation receives writings describing and
consenting to the action signed by all of the shareholders entitled to vote with
respect to the action, unless all of the writings specify another date as the
effective date of the action, in which case such other date shall be the
effective date of the action.
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Any shareholder who has signed a writing describing and consenting to
action taken pursuant to this Section may revoke such consent by a writing
signed by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the corporation prior to the date the last writing necessary to effect the
action is received by the corporation.
If any shareholder revokes his or her consent as provided for herein
prior to what would otherwise be the effective date, the action proposed in the
consent shall be invalid. The record date for determining shareholders entitled
to take action without a meeting is the date the corporation first receives a
writing upon which the action is taken.
Action taken under this Section has the same effect as action taken at
a meeting of the shareholders and may be described as such in any document.
Section 2.13 VOTING BY BALLOT. Voting on any question or in any
election may be by voice vote unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
Section 2.14 MEETINGS BY TELECOMMUNICATION. Any or all of the
shareholders may participate in an annual or special shareholders' meeting by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting may hear each other during the
meeting. A shareholder participating in a meeting by this means is deemed to be
present in person at the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 GENERAL POWERS. All corporate powers shall be exercised by
or under the authority of, and the business affairs of the corporation shall be
managed under the direction of, the Board of Directors, except as otherwise
provided in the Colorado Business Corporation Act or the Articles of
Incorporation. Notwithstanding the foregoing, the Board of Directors shall make
all decisions regarding all managers' salaries, bonuses, corporate borrowings,
expansion, issuance of stock, and similar major corporate actions.
Section 3.2 PERFORMANCE OF DUTIES. A director of the corporation shall
discharge his or her duties as a director, including his or her duties as a
member of any committee of the board upon which he or she may serve, in good
faith, in a manner he or she reasonably believes to be in the best interests of
the corporation, and with the care an ordinarily prudent person in a like
position would use under similar circumstances. In discharging his or her
duties, a director shall be entitled to rely on information, opinions, reports,
or statements, including financial statements and other financial data, in each
case prepared or presented by persons and groups listed in paragraphs (a), (b),
and (c) of this Section 3.2; but he or she shall not be considered to be acting
in good faith if he or she has knowledge concerning the matter in question that
makes such reliance unwarranted. A director shall not be liable as such to the
corporation or its shareholders for any action he or she takes or omits to take
as a director if, in connection with such action or omission, he or she
performed the duties of the position in compliance with this Section. Those
persons and groups on whose information, opinions, reports, and statements a
director is entitled to rely are:
(a) one or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the
matters presented;
(b) legal counsel, public accountants, or other persons as to
matters which the director reasonably believes to be within such
person's professional or expert competence; or
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(c) a committee of the board of which the director is not a
member if the director reasonably believes the committee merits
confidence.
Section 3.3 NUMBER, TENURE, AND QUALIFICATIONS. The number of directors
of the corporation shall be fixed from time to time by resolution of the Board
of Directors, but in no instance shall there be less than one director nor more
than nine directors, and in no case shall a decrease in the number of directors
shorten an incumbent director's term. Each director shall hold office until the
next annual meeting of shareholders and thereafter until his or her successor
shall have been elected and qualified. Directors shall be natural persons who
are eighteen years of age or older but need not be residents of the State of
Colorado or shareholders of the corporation.
In the event that there is more than one director of the corporation,
there may be a Chairman of the Board, who has been elected from among the
directors. He or she shall preside at all meetings of the stockholders and of
the Board of Directors. He or she shall have such other powers and duties as may
be prescribed by the Board of Directors.
Section 3.4 REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without notice immediately after, and at the same place
as, the annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Colorado,
for the holding of additional regular meetings without other notice than such
resolution.
Section 3.5 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or, if there are
more than two directors, by any two directors. The person or persons authorized
to call special meetings of the Board of Directors may fix any place, either
within or without the State of Colorado, as the place for holding any special
meeting of the Board of Directors called by them.
Section 3.6 NOTICE. Notice of the date, time and place of any special
meeting shall be given to each director at least two days prior to the meeting.
Notice shall be given personally or by mail, private carrier, telegraph,
teletype, electronically transmitted facsimile or other form of wire or wireless
communication. If mailed and if in a comprehensible form, such notice shall be
deemed to be given and effective when deposited in the United States mail,
addressed to the director at his or her address as it appears in the
corporation's current records, with postage prepaid. If written notice is given
other than by mail, and provided that such notice is in a comprehensible form,
the notice is given and effective at the earliest of: (i) the date received;
(ii) five days after mailing; or (iii) the date shown on the return receipt, if
mailed by registered or certified mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee.
A director entitled to notice of a meeting may waive notice of a
meeting before or after the time and date of the meeting stated in the notice by
a writing signed by such director. Such waiver shall be delivered to the
corporation for filing with the corporate records, but such delivery and filing
shall not be conditions to the effectiveness of the waiver. Further, a
director's attendance at or participation in a meeting waives any required
notice to him or her of the meeting unless at the beginning of the meeting or
promptly upon his or her later arrival, the director objects to holding the
meeting or transacting business at the meeting because of lack of notice or
defective notice and does not thereafter vote for or assent to action taken at
the meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 3.7 QUORUM. A quorum for the transaction of business at any
meeting of the Board of Directors shall consist of one-half of the directors in
office immediately before the meeting begins.
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Section 3.8 MANNER OF ACTING. The affirmative vote of a majority of the
directors present shall be required for the taking of any action by the Board of
Directors.
Section 3.9 INFORMAL ACTION BY DIRECTORS OR COMMITTEE MEMBERS. Any
action required or permitted to be taken at a meeting of the directors or any
committee designated by the Board of Directors may be taken without a meeting if
a written consent (or counterparts thereof) that sets forth the action so taken
is signed by all of the directors or of the members of the committee, as the
case may be. Such consent shall have the same force and effect as a unanimous
vote of the directors or committee members and may be stated as such in any
document. Unless the consent specifies a different effective time or date,
action taken under this Section is effective at the time or date the last
director signs a writing describing the action taken, unless, before such time,
any director has revoked his or her consent by a writing signed by the director
and received by the President of the Secretary of the corporation.
Section 3.10 TELEPHONIC MEETINGS. The Board of Directors may permit any
director (or any member of a committee designated by the Board) to participate
in a regular or special meeting of the Board of Directors or a committee thereof
by, or conduct the meeting through the use of, any means of communication by
which all directors participating in the meeting may hear each other during the
meeting. A director participating in a meeting in this manner is deemed to be
present in person at the meeting.
Section 3.11 VACANCIES. Any vacancy on the Board of Directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the affirmative vote of a majority of the shareholders or the Board
of Directors. If the directors remaining in office constitute fewer than a
quorum of the board, the directors may fill the vacancy by the affirmative vote
of a majority of all the directors remaining in office.
If elected by the directors, the director shall hold office until the
next annual shareholders' meeting at which directors are elected. If elected by
the shareholders, the director shall hold office for the unexpired term of his
or her predecessor in office; except that, if the director's predecessor was
elected by the directors to fill a vacancy, the director elected by the
shareholders shall hold the office for the unexpired term of the last
predecessor elected by the shareholders.
If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders, and, if one or
more of the remaining directors were elected by the same voting group, only such
directors are entitled to vote to fill the vacancy if it is filled by the
directors.
Section 3.12 RESIGNATION. Any director of the corporation may resign at
any time by giving written notice to the corporation. The resignation of any
director shall take effect upon receipt by the corporation of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. When one or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective.
Section 3.13 REMOVAL. Subject to any limitations contained in the
Articles of Incorporation, any director or directors of the corporation may be
removed at any time, with or without cause, in the manner provided in the
Colorado Business Corporation Act. Any director may be removed by the
shareholders of the voting group that elected the director with or without
cause, only at a meeting called for that purpose. The notice of the meeting
shall state that the purpose of one or the purposes of the meeting is removal of
the director. A director may be removed only if the number of votes cast in
favor of removal exceeds the number of votes cast against removal.
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Section 3.14 COMMITTEES. By resolution adopted by a majority of the
Board of Directors in office at the time, the directors may designate one or
more directors to constitute a committee, any of which shall have such authority
in the management of the corporation as the Board of Directors shall designate
and as shall be prescribed by the Colorado Business Corporation Act and Article
XI of these Bylaws.
Section 3.15 COMPENSATION. By resolution of the Board of Directors and
irrespective of any personal interest of any of the members or the Board of
Directors, each director may be paid his or her expenses, if any, of attendance
at each meeting of the Board of Directors and may be paid a stated salary as
director or a fixed sum for attendance at each meeting of the Board of Directors
or both. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 3.16 PRESUMPTION OF ASSENT. A director of the corporation who
is present at a meeting of the Board of Directors or committee of the board when
action on any corporate matter is taken shall be presumed to have assented to
all action taken unless (i) the director objects at the beginning of the
meeting, or promptly upon his or her arrival, to the holding of the meeting or
the transaction of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting, (ii) the director contemporaneously
requests that his or her dissent or abstention as to any specific action taken
be entered in the minutes of the meeting, or (iii) the director causes written
notice of his or her dissent or abstention as to any specific action to be
received by the presiding officer of the meeting before its adjournment or by
the corporation promptly after the adjournment of the meeting. A director may
dissent to a specific action at a meeting, while assenting to others. The right
to dissent to a specific action taken at a meeting of the Board of Directors or
a committee of the board shall not be available to a director who voted in favor
of such action.
ARTICLE IV
OFFICERS
Section 4.1 NUMBER. The officers of the corporation shall be a
President, a Secretary, and a Treasurer, each of whom must be a natural person
who is eighteen years or older and shall be elected by the Board of Directors.
Such other officers and assistant officers as may be deemed necessary may be
appointed by the Board of Directors by resolution. Any two or more offices may
be held by the same person.
Section 4.2 ELECTION AND TERM OF OFFICE. The officers of the
corporation to be appointed by the Board of Directors shall be appointed
annually by the Board of Directors at the first meeting of the Board of
Directors held after the annual meeting of the shareholders. If the appointment
of officers shall not be held at such meeting, such appointment shall be held as
soon thereafter as practicable. Each officer shall hold office until his or her
successor shall have been duly appointed and shall have qualified or until his
or her death or until he or she shall resign or shall have been removed in the
manner hereinafter provided.
Section 4.3 REMOVAL AND RESIGNATION. Any officer or agent may be
removed by the Board of Directors at any time, with or without cause, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed or to the corporation. Appointment of an officer or agent shall not
of itself create contract rights.
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An officer or agent may resign at any time by giving written notice of
resignation to the corporation. The resignation is effective when the notice is
received by the corporation unless the notice specifies a later effective date.
If a resignation is made effective at a later date, the Board of Directors may
permit the officer to remain in office until the effective date and may fill the
pending vacancy before the effective date if the Board of Directors provides
that the successor does not take office until the effective date, or the Board
of Directors may remove the officer at any time before the effective date and
may fill the resulting vacancy. An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.
Section 4.4 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 4.5 PRESIDENT. The President shall be the chief executive
officer of the corporation and, subject to the control of the Board of
Directors, shall, in general, supervise and control all of the day-to-day
business and affairs of the corporation. He or she shall, when present, and in
the absence of a Chairman of the Board, preside at all meetings of the
shareholders and of the Board of Directors. He or she may sign, with the
Secretary or any other proper officer of the corporation thereunto authorized by
the Board of Directors, certificates for shares of the corporation and deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation or shall be required by
law to be otherwise signed or executed; and in general shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time.
Section 4.6 VICE PRESIDENT. If appointed by the Board of Directors, the
Vice President (or in the event there be more than one Vice President, the Vice
Presidents in the order designated at the time of their appointment, or in the
absence of any designation, then in the order of their election) shall, in the
absence of the President or in the event of his or her death, inability or
refusal to act, perform all duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, certificates for shares of
the corporation; and shall perform such other duties as from time to time may be
assigned to him or her by the President or by the Board of Directors.
Section 4.7 SECRETARY. The Secretary shall: (a) prepare and maintain as
permanent records the minutes of the proceedings of the shareholders and the
Board of Directors, a record of all actions taken by the shareholders or Board
of Directors without a meeting, a record of all actions taken by a committee of
the Board of Directors in place of the Board of Directors on behalf of the
corporation, and a record of all waivers of notice and meetings of shareholders
and of the Board of Directors or any committee thereof, (b) ensure that all
notices are duly given in accordance with the provisions of these Bylaws and as
required by law, (c) serve as custodian of the corporate records and of the seal
of the corporation and affix the seal to all documents when authorized by the
Board of Directors, (d) keep at the corporation's registered office or principal
place of business a record containing the names and addresses of all
shareholders in a form that permits preparation of a list of shareholders
arranged by voting group and by class or series of shares within each voting
group, that is alphabetical within each class or series and that shows the
address of, and the number of shares of each class or series held by, each
shareholder, unless such a record shall be kept at the office of the
corporation's transfer agent or registrar, (e) maintain at the corporation's
principal office the originals or copies of the corporation's Articles of
Incorporation, Bylaws, minutes of all shareholders' meetings and records of all
action taken by shareholders without a meeting for the past three years, all
written communications within the past three years to shareholders as a group or
to the holders of any class or series of shares as a group, a list of the names
and business addresses of the current directors and officers, a copy of the
corporation's most
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recent corporate report filed with the Secretary of State, and financial
statements showing reasonable detail the corporation's assets and liabilities
and results of operations for the last three years, (f) have general charge of
the stock transfer books of the corporation, unless the corporation has a
transfer agent, (g) authenticate records of the corporation, and (h) in general,
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the President or by the Board
of Directors. Assistant Secretaries, if any, shall have the same duties and
powers, subject to supervision by the Secretary. The directors and/or
shareholders may however respectively designate a person other than the
Secretary or Assistant Secretary to keep the minutes of their respective
meetings.
Any books, records, or minutes of the corporation may be in written
form or in any form capable of being converted into written form within a
reasonable time.
Section 4.8 TREASURER. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever and deposit all such moneys in the name of the corporation in
such banks, trust companies, or other depositories as shall be selected in
accordance with the provisions of Article V of these Bylaws; and (c) in general
perform all of the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him or her by the President or by
the Board of Directors.
Section 4.9 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the Chairman of the Board of Directors or the President or a Vice President
certificates for shares of the corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Secretaries
and Assistant Treasurers, in general, shall perform such duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.
Section 4.10 BONDS. If the Board of Directors by resolution shall so
require, any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance of their respective
duties and offices.
Section 4.11 SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a director of
the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 5.1 CONTRACTS. The Board of Directors may authorize any
officer, officers, agent, or agents to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation and such
authority may be general or confined to specific instances.
Section 5.2 LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 5.3 CHECKS, DRAFTS, ETC. All checks, drafts, or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer, officers, agent, or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
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Section 5.4 DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies, or other depositories as the Board of Directors
may select.
ARTICLE VI
SHARES, CERTIFICATES FOR SHARES
AND TRANSFER OF SHARES
Section 6.1 REGULATION. The Board of Directors may make such rules and
regulations as it may deem appropriate concerning the issuance, transfer, and
registration of certificates for shares of the corporation, including the
appointment of transfer agents and registrars.
Section 6.2 SHARES WITHOUT CERTIFICATES. Unless otherwise provided by
the Articles of Incorporation or these Bylaws, the Board of Directors may
authorize the issuance of any of its classes or series of shares without
certificates. Such authorization shall not affect shares already represented by
certificates until they are surrendered to the corporation.
Within a reasonable time following the issue or transfer of shares
without certificates, the corporation shall send the shareholder a complete
written statement of the information required on certificates by the Colorado
Business Corporation Act.
Section 6.3 CERTIFICATES FOR SHARES. If shares of the corporation are
represented by certificates, the certificates shall be respectively numbered
serially for each class of shares or series thereof, as they are issued, shall
be impressed with the corporate seal or a facsimile thereof, and shall be signed
by the Chairman of the Board of Directors or by the President or a Vice
President and by the Treasurer or an Assistant Treasurer or by the Secretary or
an Assistant Secretary; provided that such signatures may be in facsimile if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the corporation itself or its employee. If the person who signed,
either manually or in facsimile, a share certificate no longer holds office when
the certificate is issued, the certificate is nevertheless valid. Each
certificate shall state on its face the name of the corporation, the fact that
the corporation is organized or incorporated under the laws of the State of
Colorado, the name of the person to whom issued, the date of issue, the class
(or series of any class), and the number and class of shares and the designation
of the series, if any, represented thereby. A statement of the designations,
preferences, qualifications, limitations, restrictions, and special or relative
rights of the shares of each class shall be set forth in full or summarized on
the face or back of the certificates which the corporation shall issue, or in
lieu thereof, the certificate may set forth that such a statement or summary
will be furnished to any shareholder upon request without charge. Each
certificate shall be otherwise in such form as may be prescribed by the Board of
Directors and as shall conform to the rules of any stock exchange on which the
shares may be listed.
The corporation shall not issue certificates representing fractional
shares and shall not be obligated to make any transfers creating a fractional
interest in a share of stock. The corporation may, but shall not be obligated
to, issue scrip in registered or bearer form in lieu of any fractional shares,
such scrip to have terms and conditions specified by the Board of Directors
consistent with the requirements of the Colorado Business Corporation Act.
Section 6.4 CANCELLATION OF CERTIFICATES. All certificates surrendered
to the corporation for transfer shall be canceled, and no new certificates shall
be issued in lieu thereof until the former certificate for a like number of
shares shall have been surrendered and canceled, except as herein provided with
respect to lost, stolen, or destroyed certificates.
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Section 6.5 LOST, STOLEN, OR DESTROYED CERTIFICATES. Any shareholder
claiming that his or her certificate for shares is lost, stolen, or destroyed
may make an affidavit or affirmation of that fact and lodge the same with the
Secretary of the corporation, accompanied by a signed application for a new
certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity
to the corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer of the corporation), a
new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen, or destroyed.
Section 6.6 TRANSFER OF SHARES. Subject to the terms of any shareholder
agreement relating to the transfer of shares or other transfer restrictions
contained in the Articles of Incorporation or authorized therein, shares of the
corporation shall be transferable on the books of the corporation by the holder
thereof in person or by his or her duly authorized attorney, upon the surrender
and cancellation of a certificate or certificates for a like number of shares.
Upon presentation and surrender of a certificate for shares properly endorsed
and payment of all taxes therefor, the transferee shall be entitled to a new
certificate or certificates in lieu thereof. As against the corporation, a
transfer of shares can be made only on the books of the corporation and in the
manner hereinabove provided, and the corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the statutes of the State of Colorado.
Section 6.7 CONSIDERATION FOR SHARES. Certificated or uncertificated
shares shall not be issued until the shares represented thereby are fully paid.
The Board of Directors may authorize the issuance of shares for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash, promissory notes, services performed, or other securities of the
corporation. Future services shall not constitute payment or partial payment for
shares of the corporation. The promissory note of a subscriber or an affiliate
of a subscriber shall not constitute payment or partial payment for shares of
the corporation unless the note is negotiable and is secured by collateral,
other than the shares being purchased, having a fair market value at least equal
to the principal amount of the note. For purposes of this Section "promissory
note" means a negotiable instrument on which there is an obligation to pay
independent of collateral and does not include a non-recourse note.
ARTICLE VII
FISCAL YEAR
The Board of Directors may, by resolution, adopt a fiscal year for this
Corporation.
ARTICLE VIII
DISTRIBUTIONS
The Board of Directors may from time to time declare, and the
corporation may pay, distributions on its outstanding shares in the manner and
upon the terms and conditions provided by the Colorado Business Corporation Act
and its Articles of Incorporation.
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ARTICLE IX
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "CORPORATE SEAL."
ARTICLE X
AMENDMENTS
The Board of Directors shall have power, to the maximum extent
permitted by the Colorado Business Corporation Act, to make, amend, and repeal
the Bylaws of the corporation at any regular or special meeting of the board
unless the shareholders, in making, amending, or repealing a particular Bylaw,
expressly provide that the directors may not amend or repeal such Bylaw. The
shareholders also shall have the power to make, amend or repeal the Bylaws of
the corporation at any annual meeting or at any special meeting called for that
purpose.
ARTICLE XI
COMMITTEES
Section 11.1 APPOINTMENT. The Board of Directors by resolution adopted
by a majority of the full Board, may designate one or more committees, which, to
the extent provided in the resolution or resolutions or in these Bylaws, have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation. The designation of such Committee and
the delegation thereto of authority shall not operate to relieve the Board of
Directors or any member thereof of any responsibility imposed by law.
Section 11.2 NAME. The committee or committees must have such name or
names as may be stated in these Bylaws or as may be determined from time to time
by resolution adopted by the Board of Directors.
Section 11.3 MEMBERSHIP. Each committee must include at least one
director. Unless the Articles of Incorporation or these Bylaws provide
otherwise, the Board of Directors may appoint natural persons who are not
directors to serve on committees.
Section 11.4 MEETINGS. Regular meetings of a committee may be held
without notice at such time and places as the committee may fix from time to
time by resolution. Special meetings of a committee may be called by any member
thereof upon not less than one day's notice stating the place, date and hour of
the meeting. Notice shall be given personally or by mail, private carrier,
telegraph, teletype, electronically transmitted facsimile or other form of wire
or wireless communication. If mailed and if in a comprehensible form, such
notice shall be deemed to be given and effective when deposited in the United
States mail, addressed to the director at his or her address as it appears in
the corporation's current records, with postage prepaid. If written notice is
given other than by mail, and provided that such notice is in a comprehensible
form, the notice is given and effective at the earliest of: (i) the date
received; (ii) five days after mailing; or (iii) the date shown on the return
receipt, if mailed by registered or certified mail, return receipt requested,
and the receipt is signed by or on behalf of the addressee. Any member of a
committee may waive notice of any meeting and no notice of any meeting need be
given to any member thereof who attends in person. The notice of a meeting of a
committee need not state the business proposed to be transacted at the meeting.
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BYLAWS - HAAS NEUVEUX & COMPANY Page 15 of 18
<PAGE> 16
Section 11.5 QUORUM. A majority of the members of a committee shall
constitute a quorum for the transaction of business at any meeting thereof, and
action of a committee must be authorized by the affirmative vote of a majority
of the members present at a meeting at which a quorum is present.
Section 11.6 VACANCIES. Any vacancy in a committee may be filled by a
resolution adopted by a majority of the full Board of Directors.
Section 11.7 RESIGNATIONS AND REMOVAL. Any member of a committee may be
removed at any time with or without cause by resolution adopted by a majority of
the full Board of Directors. Any member of a committee may resign from such
committee at any time by giving written notice to the President or Secretary of
the corporation, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 11.8 PROCEDURE. A committee shall elect a presiding officer
from its members and may fix its own rules of procedure which shall not be
inconsistent with these Bylaws. It shall keep regular minutes of its proceedings
and report the same to the Board of Directors for its information at the meeting
thereof held next after the proceedings shall have been taken.
ARTICLE XII
EMERGENCY BY-LAWS
The Emergency Bylaws provided in this Article XII shall be operative
during any emergency in the conduct of the business of the corporation resulting
from a catastrophic event that prevents the normal functioning of the offices of
the Corporation, notwithstanding any different provision in the preceding
articles of the Bylaws or in the Articles of Incorporation of the corporation or
in the Colorado Business Corporation Act. To the extent not inconsistent with
the provisions of this Article, the Bylaws provided in the preceding articles
shall remain in effect during such emergency and upon its termination the
Emergency Bylaws shall cease to be operative.
During any such emergency:
(a) A meeting of the Board of Directors may be called by any
officer or director of the corporation. Notice of the time and place of
the meeting shall be given by the person calling the meeting to such of
the directors as it may be feasible to reach by any available means of
communication. Such notice shall be given at such time in advance of
the meeting as circumstances permit in the judgment of the person
calling the meeting.
(b) At any such meeting of the Board of Directors, a quorum
shall consist of the number of directors in attendance at such meeting.
(c) The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the principal office
or designate several alternative principal offices or regional offices
or authorize the officers so to do.
(d) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all
officers or agents of the corporation shall for any reason be rendered
incapable of discharging their duties.
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BYLAWS - HAAS NEUVEUX & COMPANY Page 16 of 18
<PAGE> 17
(e) No officer, director, or employee acting in accordance
with these Emergency Bylaws shall be liable except for willful
misconduct.
(f) These Emergency Bylaws shall be subject to repeal or
change by further action of the Board of Directors or by action of the
shareholders, but no such repeal or change shall modify the provisions
of the next preceding paragraph with regard to action taken prior to
the time of such repeal or change. Any amendment of these Emergency
Bylaws may make any further or different provision that may be
practical and necessary for the circumstances of the emergency.
[Certification Page Follows]
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BYLAWS - HAAS NEUVEUX & COMPANY Page 17 of 18
<PAGE> 18
CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of eighteen (18)
pages, including this page, constitute the Bylaws of Haas Neuveux & Company,
adopted by the Board of Directors of the corporation as of May 11, 2000.
/s/ Xiao Gung
----------------------
Xiao Gung, Secretary
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BYLAWS - HAAS NEUVEUX & COMPANY Page 18 of 18
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