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FORM 8-A
SECURITIES AND EXCHANGE COMMISSIONS
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
e-MedSoft.com
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(Exact Name of Registrant as Specified in its Charter)
Nevada 84-1037630
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(State of Incorporation (I.R.S. Employer Identification Number)
or Organization)
20750 Ventura Boulevard, Suite 202, Woodland Hills, CA 91364
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(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act: None.
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ X ]
Securities Act registration statement file number to which this form relates:
33-8420-D (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 Par Value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the Common Stock, $.001 par value,
of e-MedSoft.com (the "Company" or "Registrant"). Following is a description
of the capital stock of the Company:
COMMON STOCK
The authorized capital stock of the Company includes 100,000,000 shares
of $.001 par value Common Stock. All shares have equal voting rights and are
fully paid and non-assessable. Voting rights are not cumulative, and,
therefore, the holders of more than 50% of the Common Stock of the Company
could, if they chose to do so, elect all the Directors.
Upon liquidation, dissolution or winding up of the Company, the assets of
the Company would be distributed pro rata to the holders of the Common Stock
subject to any prior rights of any holders of preferred stock. The holders of
the Common Stock do not have preemptive rights to subscribe for any securities
of the Company and have no right to require the Company to redeem or purchase
their shares. The shares of Common Stock presently outstanding are fully paid
and non-assessable.
Holders of Common Stock are entitled to share equally in dividends when,
as and if declared by the Board of Directors of the Company, out of funds
legally available therefor, subject to the dividend obligations, if any, to
holders of preferred stock. The Company has not paid any cash dividends on
its Common Stock, and it is unlikely that any such dividends will be declared
in the foreseeable future.
PREFERRED STOCK
The authorized capital of the Company also includes 5,000,000 shares of
$.001 par value preferred stock. The preferred stock may be issued from time
to time in one or more series, and the board of directors, without further
approval of the stockholders, is authorized to fix the dividend rates and
terms, conversion rights, voting rights, redemption rights and terms,
liquidation preferences and any other rights, preferences, privileges and
restrictions applicable to each series of preferred stock. The purpose of
authorizing the board of directors to determine such rights, preferences,
privileges and restrictions is to eliminate delays associated with a
stockholder vote on specific issuances. The issuance of preferred stock,
while providing flexibility in connection with possible acquisitions and other
corporate purposes, could, among other things, adversely affect the voting
power of the holders of common stock and, under some circumstances, make it
more difficult for a third party to gain control of the Company. There are no
shares of preferred stock outstanding and no series of shares have yet been
designated.
ITEM 2. EXHIBITS.
The following exhibits are filed with this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION LOCATION
3.1 Restated Articles of Incorporation Filed herewith electronically
3.2 Amended Bylaws Filed herewith electronically
4.1 Specimen Stock Certificate Filed herewith electronically
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
e-MedSoft.com
Dated: July 1, 1999 By: /s/ John Andrews
John Andrews, President
RESTATED ARTICLES OF INCORPORATION
WITH AMENDMENTS OF
e-MedSoft.com
KNOW ALL MEN BY THESE PRESENTS: That the undersigned corporation,
e-MedSoft.com, pursuant to the provisions of the General Corporation Law of
Nevada, does hereby adopt these Restated Articles of Incorporation with
Amendments.
On June 30, 1999, the Board of Directors and Shareholders holding a
majority of the voting power of the Corporation approved and adopted the
following resolution:
RESOLVED: That the Corporation's Articles of Incorporation, as amended,
be amended in their entirety, and that such amended Articles of Incorporation
be restated and filed with the Nevada Secretary of State in the manner
prescribed by the General Corporation Law of Nevada.
These Restated Articles of Incorporation with Amendments shall not effect
any exchange, reclassification, or cancellation of issued shares, nor shall
they effect a change in the amount of stated capital.
The Corporation's Articles of Incorporation are hereby amended and
restated to read as follows:
ARTICLE I
NAME
The name of the Corporation is: e-MedSoft.com.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation is One East First
Street, Reno, Nevada 89501, and the name of the registered agent at such
address is Corporation Trust Co. of Nevada. Either the registered office or
the registered agent may be changed in the manner permitted by law.
ARTICLE III
PURPOSE
The Corporation may engage in any lawful activity.
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which this Corporation shall have
authority to issue is 100,000,000 shares of $.001 par value each, which shares
shall be designated "Common Stock"; and 5,000,000 shares of $.001 par value
each, which shares shall be designated "Preferred Stock" and which may be
issued in one or more series at the discretion of the Board of Directors. In
establishing a series the Board of Directors shall give to it a distinctive
designation so as to distinguish it from the shares of all other series and
classes, shall fix the number of shares in such series, and the preferences,
rights and restrictions thereof. All shares of any one series shall be alike
in every particular except as otherwise provided by these Articles of
Incorporation or the General Corporation Law of Nevada.
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1. Dividends. Dividends in cash, property or shares shall be paid upon
the Preferred Stock for any year on a cumulative or noncumulative basis as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock, to the extent earned surplus for each such year is
available, in an amount as determined by a resolution of the Board of
Directors. Such Preferred Stock dividends shall be paid pro rata to holders
of Preferred Stock in any amount not less than nor more than the rate as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock. No other dividend shall be paid on the Preferred Stock.
Dividends in cash, property or shares of the Corporation may be paid upon
the Common Stock, as and when declared by the Board of Directors, out of funds
of the Corporation to the extent and in the manner permitted by law, except
that no Common Stock dividend shall be paid for any year unless the holders of
Preferred Stock, if any, shall receive the maximum allowable Preferred Stock
dividend for such year.
2. Distribution in Liquidation. Upon any liquidation, dissolution or
winding up of the Corporation, and after paying or adequately providing for
the payment of all its obligations, the remainder of the assets of the
Corporation shall be distributed, either in cash or in kind, first pro rata to
the holders of the Preferred Stock until an amount to be determined by a
resolution of the Board of Directors prior to issuance of such Preferred
Stock, has been distributed per share, and, then, the remainder pro rata to
the holders of the Common Stock.
3. Redemption. The Preferred Stock may be redeemed in whole or in part
as determined by a resolution of the Board of Directors prior to the issuance
of such Preferred Stock, upon prior notice to the holders of record of the
Preferred Stock, published, mailed and given in such manner and form and on
such other terms and conditions as may be prescribed by the Bylaws or by
resolution of the Board of Directors, by payment in cash or Common Stock for
each share of the Preferred Stock to be redeemed, as determined by a
resolution of the Board of Directors prior to the issuance of such Preferred
Stock. Common Stock used to redeem Preferred Stock shall be valued as
determined by a resolution of the Board of Directors prior to the issuance of
such Preferred Stock. Any rights to or arising from fractional shares shall
be treated as rights to or arising from one share. No such purchase or
retirement shall be made if the capital of the Corporation would be impaired
thereby.
If less than all the outstanding shares are to be redeemed, such
redemption may be made by lot or pro rata as may be prescribed by resolution
of the Board of Directors; provided, however, that the Board of Directors may
alternatively invite from shareholders offers to the Corporation of Preferred
Stock at less than an amount to be determined by a resolution of the Board of
Directors prior to issuance of such Preferred Stock, and when such offers are
invited, the Board of Directors shall then be required to buy at the lowest
price or prices offered, up to the amount to be purchased.
From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the Corporation in the payment of
the redemption price), all dividends on the Preferred Stock thereby called for
redemption shall cease to accrue and all rights of the holders thereof as
stockholders of the Corporation, except the right to receive the redemption
price, shall cease and terminate.
4. Voting Rights; Cumulative Voting. Each outstanding share of Common
Stock shall be entitled to one vote and each fractional share of Common Stock
shall be entitled to a corresponding fractional vote on each matter submitted
to a vote of shareholders. A majority of the shares of Common Stock entitled
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to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. Except as otherwise provided by these Articles of
Incorporation or the General Corporation Law of Nevada, if a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders. Cumulative voting shall not be allowed in the election of
directors of this Corporation.
Shares of Preferred Stock shall only be entitled to such vote as is
determined by the Board of Directors prior to the issuance of such stock,
except as required by law, in which case each share of Preferred Stock shall
be entitled to one vote.
5. Denial of Preemptive Rights. No holder of any shares of the
Corporation, whether now or hereafter authorized, shall have any preemptive or
preferential right to acquire any shares or securities of the Corporation,
including shares or securities held in the treasury of the Corporation.
6. Conversion Rights. Holders of shares of Preferred Stock may be
granted the right to convert such Preferred Stock to Common Stock of the
Corporation on such terms as may be determined by the Board of Directors prior
to issuance of such Preferred Stock.
ARTICLE V
BOARD OF DIRECTORS
The members of the governing board of the Corporation shall be styled as
directors. The Board of Directors shall consist of at least one (1) member,
which number may be increased or decreased, to not less than one (1), by
resolution of the Board of Directors. The name and address of the Director of
the Corporation as of the date of these Restated Articles of Incorporation
with Amendments is as follows:
John Andrews
1300 Marshlanding Parkway, Suite 106
Jacksonville, Florida 32250
ARTICLE VI
TERM
The Corporation shall have perpetual existence.
ARTICLE VII
INDEMNIFICATION
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as
a director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified
and held harmless to the fullest extent legally permissible under the laws of
the State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith.
Such right of indemnification shall be a contract right which may be enforced
in any manner desired by such person. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the Corporation as they are incurred and in advance of the final
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disposition of the action, suit or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the Corporation. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire, and, without limiting the
generality of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of stockholders,
provision of law, or otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the Board of Directors
may adopt bylaws from time to time with respect to indemnification, to provide
at all times the fullest indemnification permitted by the laws of the State of
Nevada, and may cause the Corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as director or officer
of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprises against any liability asserted against
such person and incurred in any such capacity or arising out of such status,
whether or not the Corporation would have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors and administrators of such
person.
ARTICLE VIII
DIRECTORS' AND OFFICERS' LIABILITY
A director or officer of the Corporation shall not be personally liable
to this Corporation or its stockholders for damages for breach of fiduciary
duty as a director or officer, but this article shall not eliminate or limit
the liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or (ii) the
payment of distributions in violation of NRS 78.300. Any repeal or
modification of this Article by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
ARTICLE IX
AMENDMENTS
The Corporation reserves the right to amend its Articles of Incorporation
from time to time in accordance with the General Corporation Law of Nevada.
ARTICLE X
ADOPTION AND AMENDMENT OF BYLAWS
The initial Bylaws of the Corporation shall be adopted by its board of
directors. Subject to repeal or change by action of the shareholders, the
power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested
in the board of directors. The Bylaws may contain any provisions for the
regulation and management of the affairs of the Corporation not inconsistent
with law or these Articles of Incorporation.
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IN WITNESS WHEREOF, the undersigned officers, for and on behalf of the
Corporation have signed these Restated Articles of Incorporation with
Amendments this 30th day of June 1999.
e-MedSoft.com
ATTEST:
/s/ Margaret Harris By:/s/ John Andrews
Margaret Harris, Secretary John Andrews, President
ACKNOWLEDGMENT
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On is 30th day of June 1999, personally appeared before me, a Notary
Public, John Andrews and Margaret Harris, President and Secretary,
respectively, of e-MedSoft.com, to acknowledged to me that he executed the
foregoing instrument.
/s/ Virginia M. Anglada 4/21/2002
Notary Public in and for said
County and State
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AMENDED BYLAWS
OF
e-MedSoft.com
(A Nevada corporation)
ARTICLE I
STOCKHOLDERS
1. Certificates Representing Stock. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman or Vice-Chairman of the Board of
Directors, if any, or by the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the corporation or by agents designated by the Board of Directors,
certifying the number of shares owned by him in the corporation and setting
forth any additional statements that may be required by the General
Corporation Law of Nevada. If any such certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk or by a
registrar other than the corporation, a facsimile of the signature of any such
officers or agents designated by the Board may be printed or lithographed upon
such certificate in lieu of the actual signatures. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates shall cease to
be such officer or officers of the corporation before such certificate or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be such officer or officers of the corporation.
Whenever the corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of special stock, the certificates
representing shares of any such class or series or of any such special stock
shall set forth thereon the statements prescribed by the General Corporation
Law. Any restrictions on the transfer or registration of transfer of any
shares of stock of any class or series shall be noted conspicuously on the
certificate representing such shares.
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed and the Board of Directors may require the owner of any lost, stolen
or destroyed certificate, or his legal representative, to give the corporation
a bond sufficient to indemnify the corporation against any claim that may be
made against it on account of the alleged loss, theft, or destruction of any
such certificate or the issuance of any new certificate.
2. Fractional Share Interests. The corporation shall not be obliged to
but may execute and deliver a certificate for or including a fraction of a
share. In lieu of executing and delivering a certificate for a fraction of a
share, the corporation may pay to any person otherwise entitled to become a
holder of a fraction of a share an amount in cash specified for such purpose
as the value thereof in the resolution of the Board of Directors, or other
instrument pursuant to which such fractional share would otherwise be issued,
or, if not specified therein, then as may be determined for such purpose by
the Board of Directors of the issuing corporation; or may execute and deliver
registered or bear scrip over the manual or facsimile signature of an officer
of the corporation or of its agent for that purpose, exchangeable as therein
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provided for full share certificates, but such scrip shall not entitle the
holder to any rights as a stockholder except as therein provided. Such scrip
may provide that it shall become void unless the rights of the holders are
exercised within a specified period and may contain any other provisions or
conditions that the corporation shall deem advisable. Whenever any such scrip
shall cease to be exchangeable for full share certificates, the shares that
would otherwise have been issuable as therein provided shall be deemed to be
treasury shares unless the scrip shall contain other provisions for their
disposition.
3. Stock Transfers. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for
such shares of stock properly endorsed and the payment of all taxes, if any,
due thereon.
4. Record Date for Stockholders. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or the allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the directors may fix, in advance, a
record date, which shall not be more than sixty days nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the date on which
notice is given, or, if notice is waived, at the close of business on the day
next preceding the date on which the meeting is held; the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action by the Board of directors is
necessary, shall be the day on which the first written consent is expressed;
and the record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the Board of Directors adopts
the resolution relating thereto. A determination of stockholders of record
entitled to notice of or to vote at any meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
5. Meaning of Certain Terms. As used in these Bylaws in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent to dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock"
or "shares of stock" or "stockholder" or "stockholders" refers to an
outstanding share or shares of stock and to a holder or holders of record of
outstanding shares of stock when the corporation is authorized to issue only
one class of shares of stock, and said reference is also intended to include
any outstanding share or shares of stock and any holder or holders of record
of outstanding shares of stock of any class upon which or upon whom the
Articles of Incorporation confers such rights where there are two or more
classes or series of shares of stock or upon which or upon whom the General
Corporation Law confers such rights notwithstanding that the Articles of
Incorporation may provide for more than one class or series of shares of
stock, one or more of which are limited or denied such rights thereunder;
provided, however, that no such right shall vest in the event of an increase
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or a decrease in the authorized number of shares of stock of any class or
series which is otherwise denied voting rights under the provisions of the
Articles of Corporation.
6. Stockholder Meetings.
Time. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization
of the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A
special meeting shall be held on the date and at the time fixed by the
directors.
Place. Annual meetings and special meetings shall be held at such place,
within or without the State of Nevada, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the principal office of the corporation in the State of
Nevada.
Call. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.
Notice or Waiver of Notice. Notice of all meetings shall be in writing
and signed by the President or a Vice-President, or the Secretary, or an
Assistant Secretary, or by such other person or persons as the directors shall
designate. Such notice shall state the purpose or purposes for which the
meeting is called and the time when, and the place, where it is to be held. A
copy of such notice shall be either delivered personally to, or shall be
mailed postage prepaid, to each stockholder not less than ten nor more than
sixty days before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of the corporation.
Any stockholder may waive notice of any meeting by a writing signed by him, or
his duly authorized attorney, either before or after the meeting; and whenever
notice of any kind is required to be given under the provisions of the General
Corporation Law, a waiver thereof in writing and duly signed whether before or
after the time stated therein, shall be deemed equivalent thereto.
Conduct of Meeting. Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the Chairman of the meeting shall appoint a
secretary of the meeting.
Proxy Representation. Every stockholder may authorize another person or
persons to act for him by proxy appointed by an instrument in writing in all
matters in which a stockholder is entitled to participate, whether by voting
or participating at a meeting, or expressing consent or dissent without a
meeting. Every proxy must be executed by the stockholder or by his
attorney-in-fact. No proxy shall be valid after the expiration of six months
from the date of its creation, unless coupled with an interest or unless the
stockholder specifies in it therein the length of time for which it is to
continue in force, which in no case shall exceed seven years from the date of
its creation.
Inspectors. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors of election to act at the meeting or any
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adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his
ability. The inspectors, if any, shall determine the number of shares of
stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine
all challenges and questions arising in connection with the right to vote,
count and tabulate all votes, ballots or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to
all stockholders. On request of the person presiding at the meeting, the
inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
Quorum. The holders of a majority of the outstanding shares of stock or
of the voting power, as the case may be, shall constitute a quorum at a
meeting of stockholders for the transaction of any business unless the action
to be taken at the meeting shall require a different proportion. The
stockholders present may adjourn the meeting despite the absence of a quorum.
Voting. Each share of stock shall entitle the holder thereof to one
vote. In the election of directors, a plurality of the votes cast shall
elect. Any other action shall be authorized by a majority of the votes cast
except where the General Corporation Law, the Articles of Incorporation, or
these Bylaws prescribe a different percentage of votes and/or a different
exercise of voting power. In the election of directors, voting need not be by
ballot; and, except as otherwise may be provided by the General Corporation
Law, voting by ballot shall not be required for any other action.
7. Stockholder Action Without Meetings. Except as may otherwise be
provided by the General Corporation Law, any action required or permitted to
be taken by the vote of stockholders at a meeting, may be taken without a
meeting if authorized by the written consent of stockholders holding at least
a majority of the voting power; provided that if a different proportion of
voting power is required for such action at a meeting, then that proportion of
written consents shall be required. In no instance where action is authorized
by written consent need a meeting of stockholders be called or notice given.
The written consent must be filed with the minutes of the proceedings of the
stockholders. Any written consent shall be subject to the requirements of
Section 78.320 of the General Corporation Law and of any other applicable
provision of law.
ARTICLE II
DIRECTORS
1. Functions and Definition. The business and affairs of the
corporation shall be managed by the Board of Directors of the corporation.
The Board of Directors shall have authority to fix the compensation of the
members thereof for services in any capacity. The use of the phrase "whole
Board" herein refers to the total number of directors which the corporation
would have if there were no vacancies.
2. Qualifications and Number. Each director must be at least 18 years
of age. A director need not be a stockholder or a resident of the State of
Nevada. The number of directors constituting the Board of Directors shall
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initially be one director and may be increased to no more than nine directors,
or decreased to not less than one director, by resolution of the Board of
Directors.
3. Election and Term. Directors may be elected in the manner prescribed
by the provisions of Sections 78.320 through 78.335 of the General Corporation
Law of Nevada. The first Board of Directors shall hold office until the first
election of directors by stockholders and until their successors are elected
and qualified or until their earlier resignation or removal. Any director may
resign at any time upon written notice to the corporation. Thereafter,
directors who are elected at an election of directors by stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next election of directors by
stockholders and until their successors are elected and qualified or until
their earlier resignation or removal. In the interim between elections of
directors by stockholders, newly created directorships and any vacancies in
the Board of Directors, including any vacancies resulting from the removal of
directors for cause or without cause by the stockholders and not filled by
said stockholders, may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum, or by the sole
remaining director.
4. Meetings.
Time. Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after
its election as the director may conveniently assemble.
Place. Meetings shall be held at such place within or without the State
of Nevada as shall be fixed by the Board.
Call. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the
board, if any, or the President, or of a majority of the directors in office.
Notice or Actual or Constructive Waiver. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice if any need not be given to a director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein.
Quorum and Action. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as the Articles of
Incorporation or these Bylaws may otherwise provide, and except as otherwise
provided by the General Corporation Law, the act of a majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board. The quorum and voting provisions herein stated shall not be
construed as conflicting with any provisions of the General Corporation Law
and these Bylaws which govern a meeting of directors held to fill vacancies
and newly created directorships in the Board or action of disinterested
directors.
Members of the Board or of any committee which may be designated by the
Board may participate in a meeting of the Board or of any such committee, as
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the case may be, by means of a conference telephone network or a similar
communications method by which all persons participating in the meeting hear
each other. Participation in a meeting by said means shall constitute
presence in person at any such meeting. Each person participating in a
meeting by such means shall sign the minutes thereof.
Chairman of the Meeting. The Chairman of the Board, if any, and if
present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairman of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the Board,
shall preside.
5. Removal of Directors. Any or all of the directors may be removed for
cause or without cause by the holders of at least two thirds of the voting
power of the outstanding stock of the corporation. One or more of the
directors may be removed for cause by the Board of Directors.
6. Committees. Whenever its number consists of two or more, the Board
of Directors may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation and each committee to have such powers and
duties as the Board shall determine. Any such committee, to the extent
provided in the resolution or resolutions of the Board, shall have and may
exercise the powers and authority of the Board of Directors in the management
of the business and affairs of the corporation and may authorize the seal or
stamp of the corporation to be affixed to all papers on which the corporation
desires to place a seal or stamp.
7. Written Action. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if, before or after the action, a written consent thereto is
signed by all the members of the Board or committee, as the case may be. The
written consent must be filed with the minutes of proceedings of the Board or
committee.
ARTICLE III
OFFICERS
1. Officers. The corporation shall have a President, a Secretary, a
Treasurer, a Resident Agent, and, if deemed necessary, expedient or desirable
by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the
Board, a Chief Executive Officer, an Executive Vice-President, one or more
other Vice-Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers, agents and factors with such
titles as the resolution choosing them shall designate. Each of any such
officers, agents and factors shall be chosen by the Board of Directors or
chosen in the manner determined by the Board of Directors.
2. Qualifications. Except as may otherwise be provided in the
resolution choosing him, no officer other than the Chairman of the Board, if
any, and the Vice-Chairman of the Board, if any, need be a director.
Any two or more offices may be held by the same person, as the directors
may determine.
3. Term of Office. Unless otherwise provided in the resolution choosing
him, each officer, except the Resident Agent, shall be chosen for a term which
shall continue until the meeting of the Board of Directors following the next
annual meeting of stockholders and until his successor shall have been chosen
and qualified. The Resident Agent shall serve until his or its successor
shall have been chosen and qualified.
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Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.
Any vacancy in any office may be filled by the Board of Directors or in
the manner determined by the Board.
4. Duties and Authority. All officers of the corporation shall have
such authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.
ARTICLE IV
CORPORATE OPPORTUNITY
The officers, directors and other members of management of this
Corporation shall be subject to the doctrine of "corporate opportunities" only
insofar as it applies to business opportunities in which this Corporation has
expressed an interest as determined from time to time by this Corporation's
board of directors as evidenced by resolutions appearing in the Corporation's
minutes. Once such areas of interest are delineated, all such business
opportunities within such areas of interest which come to the attention of the
officers, directors, and other members of management of this Corporation shall
be disclosed promptly to this Corporation and made available to it. The Board
of Directors may reject any business opportunity presented to it and
thereafter any officer, director or other member of management may avail
himself of such opportunity. Until such time as this Corporation, through its
board of directors, has designated an area of interest, the officers,
directors and other members of management of this Corporation shall be free to
engage in such areas of interest on their own and this doctrine shall not
limit the rights of any officer, director or other member of management of
this Corporation to continue a business existing prior to the time that such
area of interest is designated by the Corporation. This provision shall not
be construed to release any employee of this Corporation (other than an
officer, director or member of management) from any duties which he may have
to this Corporation.
ARTICLE V
PRINCIPAL AND REGISTERED OFFICES
Initially, the principal office and place of business of the corporation
will be located at 20750 Ventura Boulevard, Suite 202, Woodland Hills,
California 91364. The Company's registered office in the State of Nevada is
located at The Corporation Trust Co. of Nevada, One East First Street, Reno,
Nevada 89501. Other offices and places of business may be established from
time to time by resolution of the Board of Directors or as the business of the
corporation may require.
The corporation shall maintain at said registered office a copy of its
Articles of Incorporation, and all amendments thereto, and a copy of these
Bylaws, and all amendments thereto, as certified by the Secretary of the
corporation. The corporation shall also keep at said registered office a
stock ledger or a duplicate stock ledger, revised annually, containing the
names, alphabetically arranged, of all persons who are stockholders of the
corporation, showing their places of residence, if known, and the number of
shares held by them respectively or a statement setting out the name of the
custodian of the stock ledger or duplicate stock ledger, and the present and
complete post office address, including street and number, if any, where such
stock ledger or duplicate stock ledger is maintained.
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ARTICLE VI
CORPORATE SEAL OR STAMP
The Corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be April 1 through March 31.
ARTICLE VIII
CONTROL OVER BYLAWS
The power to amend, alter and repeal these Amended Bylaws and to make new
Bylaws shall be vested in the Board of Directors subject to the Bylaws, if
any, adopted by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Amended Bylaws of e-MedSoft.com, a Nevada corporation, as in effect on the
date hereof.
WITNESS my hand and the seal or stamp of the corporation.
Dated this 30th day of June 1999.
/s/ Margaret Harris
Margaret Harris, Secretary
[ SEAL ]
8
NUMBER SHARES
[ ] e-MedSoft.com [ ]
Incorporated Under the Laws of the State of Nevada
100,000,000 Authorized Shares $.001 Par Value
CUSIP 26873Q 10 1
See Reverse
For Certain Definitions
THIS CERTIFIES THAT _______________________________
Is The Owner Of ___________________________________
FULLY PAID AND NON-ASSESSABLE SHARES OF $.001 PAR VALUE COMMON STOCK OF
e-MedSoft.com
transferable only on the books of the Company in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned by the Transfer Agent and
Registrar.
IN WITNESS WHEREOF, the said Company has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Company.
Dated: ____________
/s/ John F. Andrews e-MedSoft.com /s/ John F. Andrews
John F. Andrews, Secretary CORPORATE SEAL John F. Andrews, President
NEVADA
COUNTERSIGNED AND REGISTERED:
American Securities Transfer &
Trust, Inc.
P.O. Box 1596
Denver, Colorado 80201
By____________________________
Transfer Agent and Registrar
Authorized Signature
