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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (earliest event reported): October 17, 1996
VISITORS SERVICES INTERNATIONAL CORP.
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(Exact name of registrant as specified in its charter)
Florida 33-11059-A 59-2773602
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 895-4410
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Dynasty Capital Corporation
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(Former name or former address, if changed since last report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
As a result of the transaction reported in the Registrant's Form 8-K
dated September 30, 1996, and the resulting change in control of the
Registrant, the Registrant's former principal independent accountant, Larry
Legel, CPA, was dismissed on October 17, 1996. The new principal independent
accountant is Schumacher & Associates, Inc.
The former accountant's report on the financial statements for either
of the past two fiscal years, contained a "going concern" qualification, but
did not contain an adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles.
The replacement of Larry Legel, CPA, was approved by the Board of
Directors of the Registrant on October 17, 1996.
There were no disagreements with the former accountant on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
The firm of Schumacher & Associates, Inc., was engaged as the new
certifying accountants on October 17, 1996.
There were no consultations within the purview of Rule 304 (a)(iv) of
Regulation S-B with the new accounting firm of Schumacher & Associates, Inc.
Letters addressed to the Securities and Exchange Commission from both
the former accountant and the new accountant stating their agreement with the
disclosures made in this filing are filed as exhibits hereto.
ITEM 5. OTHER EVENTS.
Bylaws Restated. Effective October 18, 1996, the Registrant, by
resolution of its Board of Directors, restated the Bylaws of the Registrant in
their entirety. A copy of the Bylaws as Restated October 18, 1996, are filed
as an exhibit hereto.
Change in Management Structure. Effective October 18, 1996, the
Registrant, by resolution of its Board of Directors, in conjunction with the
adoption of the Restated Bylaws, redefined the offices of the Registrant and
appointed the following individuals to occupy those offices until their
successors are appointed and qualified:
Name Office(s)
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Robert P. Gordon Chairman
Stephen G. McLean Chief Executive Officer
Paul W. Henry Secretary, Treasurer
2
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibits are furnished in accordance
with the provisions of Item 601 of Regulation S-B.
Exhibit No. Description
2.1 Agreement and Plan of Reorganization between
Dynasty Capital Corporation and Visitor
Services, Inc., dated September 26, 1996. (2)
3.3 Bylaws as Restated October 18, 1996. (1)
16.1 Letter on change in certifying accountant
from Larry Legel, CPA. (1)
16.2 Letter on change in certifying accountant
from Schumacher & Associates, Inc. (1)
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(1) Filed herewith.
(2) Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
filed on September 30, 1996.
ITEM 8. CHANGE IN FISCAL YEAR.
In connection with the acquisition of Visitors Services, Inc., as
reported in the Registrant's Form 8-K dated September 30, 1996, the Registrant
has elected to change its annual accounting period from one ending on June 30
to a fiscal year ending on September 30 of each year. Accordingly, the report
covering the transition period will be filed on Form 10-KSB for the year ended
September 30, 1996. A report on Form 10-QSB for the quarter ended September
30, 1996, is therefore not required and will not be filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VISITORS SERVICES INTERNATIONAL CORP.
(FORMERLY DYNASTY CAPITAL CORPORATION)
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman
Date: October 22, 1996
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
2.1 Agreement and Plan of Reorganization between Dynasty Capital
Corporation and Visitor Services, Inc., dated September 26,
1996. (2)
3.3 Bylaws as Restated October 18, 1996. (1)
16.1 Letter on change in certifying accountant from Larry Legel,
CPA. (1)
16.2 Letter on change in certifying accountant from Schumacher &
Associates, Inc. (1)
</TABLE>
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(1) Filed herewith.
(2) Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K
filed on September 30, 1996.
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EXHIBIT 3.3
VISITORS SERVICES INTERNATIONAL CORP.
BYLAWS
(AS RESTATED OCTOBER 18, 1996)
ARTICLE I
OFFICES
1.1 PRINCIPAL OFFICE: The principal offices of the Corporation is
located at 100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701,
but the Board of Directors, in its discretion, may keep and maintain offices
wherever the business of the Corporation may require.
1.2 REGISTERED OFFICE AND AGENT: The Corporation shall have and
continuously maintain in the State of Florida a registered office, which may be
the same as its principal office, and a registered agent whose business office
is identical with such registered office. The Board of Directors may change
the Corporation's registered office or change its registered agent, or both,
upon filing a statement as specified by law in the office of the Secretary of
State of Florida.
ARTICLE II
SHAREHOLDERS
2.1 TIME AND PLACE: Any meeting of the shareholders may be held
at such time and place, within or outside of the State of Florida, as may be
fixed by the Board of Directors or as shall be specified in the notice of the
meeting or waiver of notice of the meeting.
2.2 ANNUAL MEETING: The annual meeting of the shareholders shall
be held at the principal offices of the Corporation on the twentieth of January
each year or at such other place or on such other date as the Board of
Directors may determine.
2.3 SPECIAL MEETINGS: Special meetings of the shareholders, for
any purpose or purposes, may be called by the Chairman, the Chief Executive
Officer, the Board of Directors, or the holders of not less than 30% of the
shareholders entitled to vote at the meeting.
2.4 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE: For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for any stated period not
exceeding fifty (50) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than seventy (70) days, and not less than ten (10) days, prior to the date on
which the particular action, requiring such determination of shareholders, is
to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 1 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
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to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of the closing has expired.
2.5 VOTING LIST: At least ten (10) days before each meeting of
shareholders, the Secretary of the Corporation shall make a complete list of
the shareholders entitled to vote at such meeting, or any adjournment of such
meeting, which list shall be arranged in alphabetical order and shall contain
the address of and number of shares held by each shareholder. This list shall
be kept on file at the principal office of the Corporation for period of ten
(10) days prior to such meeting, shall be produced and kept open at the
meeting, and shall be subject to inspection by any shareholder for any purpose
germane to the meeting during usual business hours of the Corporation and
during the whole time of the meeting.
2.6 NOTICES: Written notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) days nor
more than sixty (60) days before the date of the meeting. Notice shall be
given either personally or by mail, by or at the direction of the Chairman,
Chief Executive Officer, Secretary, or the officer or person calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, postage prepaid, addressed to the shareholder at his or her
address as it appears on the stock transfer books of the Corporation.
2.6.1 If requested by the person or persons lawfully
calling such meeting, the Secretary shall give notice thereof at
corporate expense. No notice need be sent to any shareholder of
record if three successive letters mailed to the last known address of
such shareholder have been returned as undeliverable until such time
as another address for such shareholder is provided to the Corporation
by such shareholder. 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.
2.6.2 When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time arid
place of such meeting are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original
meeting. If the adjournment is for more than thirty 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.
2.6.3 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, at the beginning of the
meeting, objects to the holding of the meeting or the transacting of
business of the meeting. By attending the meeting, the shareholder
also
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 2 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
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waives any objection to consideration at the meeting of a matter not
within the purpose or purposes described in the meeting notice unless
the shareholder objects to considering the matter when it is
presented.
2.7 CERTIFICATION PROCEDURE FOR BENEFICIAL OWNERS: The Board of
Directors may adopt by resolution a procedure whereby a shareholder of the
Corporation may certify in writing to the Corporation that all or a portion of
the shares registered in the name of such shareholder are held for the account
of a specified person or persons. The resolution shall set forth: (i) the
classification of shareholder who may certify; (ii) the purpose or purposes for
which the certification may be made; (iii) the form of certification and the
information to be contained therein; (iv) if the certification is with respect
to a record date or closing of the stock transfer books, the time within which
the certification must be received by the Corporation; and (v) such other
provisions with respect to the procedure that the Board of Directors deems
necessary or desirable. Upon receipt by the Corporation of a certificate
complying with this procedure, the persons specified in the certification shall
be deemed, for the purpose or purposes set forth in the certification, to be
the holders of record of the number of shares specified in place of the
shareholder making the certification.
2.8 QUORUM: Except as otherwise provided by law, a majority of
the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of the shareholders. If a quorum shall not
be present or represented, the shareholders present in person or by proxy may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, for a period not to exceed sixty days at any one adjournment,
until the number of shares required for a quorum shall be present. At any such
adjourned meeting at which a quorum is represented, any business may be
transacted which might have been transacted at the meeting originally called.
The shareholders present or represented at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
2.9 VOTING AND PROXIES: Except as otherwise provided by law, all
matters shall be decided by vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter. Each outstanding share
shall be entitled to one vote on such matters submitted to a vote of the
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary of the Corporation before or at the
time of the meeting. No proxy shall by valid after eleven months from the date
of its execution, unless otherwise provided in the proxy. Voting shall be
oral, except as otherwise provided by law, but shall be by written ballot if
such written vote is demanded by any shareholder present in person or by proxy
and entitled to vote.
2.10 VOTING OF SHARES BY CERTAIN HOLDERS: Neither treasury shares,
nor shares of its own stock held by the Corporation in a fiduciary capacity,
nor shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation is held by this
Corporation shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.
Redeemable shares which have been called for redemption shall not be
entitled to vote on and after the date on which written notice of redemption
has been mailed to shareholders and a sum sufficient to redeem such shares has
been deposited with a bank or trust company
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 3 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
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with irrevocable instruction and authority to pay the redemption price to the
holders of the shares upon surrender of certificates therefor.
Shares standing in the name of another corporation may be voted by
such officer, agent, or proxy as the bylaws of such corporation may prescribe
or, in the absence of such provision, as the Board of Directors of such
corporation may determine.
Shares entitled to vote and held by a personal representative,
custodian, guardian or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name. Shares standing in the
name of a receiver may be voted by such receiver, and shares held by or under
the control of a receiver may be voted by such receiver without the transfer
thereof into his name if he is authorized to vote the shares In an appropriate
order of the court by which the receiver was appointed. Unless the Secretary
of the Corporation is given written note of alternate voting provisions and is
furnished with a copy of the instrument or order wherein the alternate voting
provisions are stated, if shares or other securities having voting power are
held of record in the name of two or more persons, whether fiduciaries, members
of a partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, voting with respect to the shares shall have the
following effect: (1) if only one person votes, his vote binds all; (2) if two
or more persons vote, the act of the majority in interest so voting binds all;
or (3) if two or more persons vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionately, or any person voting the shares of a beneficiary, if any, may
apply to any court of competent jurisdiction in the State of Florida to appoint
an additional person to act with the persons so voting the shares. The shares
shall then be voted as determined by a majority of such persons and the person
appointed by the court. If a tenancy is held in unequal interests, a majority
even split for the purpose of this item (3) of this subparagraph shall be a
majority or even split in interest. All other shares may be voted only by the
record holder thereof, except as may be otherwise required by the laws of
Florida.
2.11 WAIVER: Whenever law or these bylaws require a notice of a
meeting to be given, a written waiver of notice signed by a shareholder
entitled to notice, whether before, at, or after the time stated in the notice,
shall be equivalent to the giving of notice. Attendance of a shareholder in
person or by proxy at a meeting constitutes a waiver of notice of a meeting,
except where a shareholder attends a meeting for the express purpose of
objection to the transaction of any business because the meeting is not
lawfully called or convened.
2.12 ACTION BY SHAREHOLDERS WITHOUT A MEETING: Any action required
to or which may be taken at a meeting of the shareholders may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to such action.
Such consent may be executed in counterparts and shall be effective as of the
date specified in the consent.
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BYLAWS AS RESTATED OCTOBER 18, 1996
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ARTICLE III
DIRECTORS
3.1 AUTHORITY OF BOARD OF DIRECTORS: The business and affairs of
the Corporation shall be managed by a Board of Directors which shall exercise
all the powers of the Corporation, except as otherwise provided by Florida law
or the Articles of Incorporation of the Corporation.
3.2 NUMBER: The number of directors of this Corporation shall, in
no case, be less than one (1), nor more than five (5). Subject to such
limitations, the number of directors shall be fixed by resolution of the Board
of Directors, and may be increased or decreased by resolution of the Board of
Directors, but no decrease shall have the effect of shortening the term of any
incumbent director.
3.3 QUALIFICATION: Directors shall be natural persons at the age
of eighteen years or older, but need not be residents of the State of Florida
or shareholders of the Corporation. Directors shall be removed in the manner
provided by the Florida Business Corporation Act.
3.4 ELECTION: The Board of Directors shall be elected at the
annual meeting of shareholders or at a special meeting called for that purpose.
3.5 TERM: Each director shall be elected to hold office until the
next annual meeting of shareholders and until his or her successor shall have
been elected and qualified.
3.6 REMOVAL AND RESIGNATION: Any director may be removed at a
shareholders meeting expressly called for that purpose, with or without cause,
by a vote of the holders of the majority of shares entitled to vote at an
election of directors. Any director may resign at any time by giving written
notice to the Chairman, Chief Executive Officer or the Secretary, and
acceptance of such resignation shall not be necessary to make it effective
unless the notice so provides.
3.7 VACANCIES: Any vacancy occurring on the Board of Directors
and any directorship to be filled by reason of an increase in the size of the
Board of Directors shall be filled by the affirmative vote of the remaining
majority of directors. A director elected to fill a vacancy shall hold office
during the unexpired term of his or her predecessor in office. A director
elected to fill a position resulting from an increase in the Board of Directors
shall hold office until the next annual meeting of shareholders and until his
or her successor shall have been elected and qualified.
3.8 MEETINGS: A regular meeting of the Board of Directors shall
be held immediately after, and at the same place as, the annual meeting of
shareholders. No notice of this meeting of the Board of Directors need be
given. The Board of Directors, or any committee designated by the Board of
Directors, may, by resolution, establish a time and place for additional
regular meetings which may thereafter be held without further notice.
3.9 SPECIAL MEETINGS: Special meetings of the Board of Directors
may be called by or at the request of the Chairman, the Chief Executive Officer
or any two Directors. The persons or persons authorized to call special
meetings of the Board of Directors may fix any
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 5 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
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place, either within or outside Florida, as the place for holding any special
meeting of the Board of Directors called by them.
3.10 NOTICES: Notice of a special meting stating the date, hour
and place of such meeting shall be given to each member of the Board of
Directors, or committee of the board, by the Secretary, Chairman, Chief
Executive Officer or the members of the Board or such committee calling the
meeting. The notice may by deposited in the United States mail at least five
(5) days before the meeting addressed to the Director at the last address he or
she has furnished to the Corporation for this purpose, and any notice so mailed
shall be deemed to have been given at the time it is mailed. Notice may also
be given at least two (2) days before the meeting in person, or by telephone,
prepaid telegram, telex, facsimile, cablegram or radiogram, and such notice
shall be deemed to have been given at the time when the personal or telephone
conversation occurs, or when the telegram, telex, facsimile, cablegram or
radiogram is either personally delivered to the Director or delivered to the
last address of the director furnished to the Corporation by him or her for
this purpose.
3.11 QUORUM: Except as provided in Section 3.7 of these bylaws, a
majority of the number of directors fixed in accordance with these bylaws shall
constitute a quorum for the transaction of business at all meetings of the
Board of Directors. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board of Directors
except as otherwise specifically required by law.
3.12 WAIVER: A written waiver of notice signed by a director
entitled to notice, whether before, at, or after the time stated therein, shall
be equivalent to the giving of notice. Attendance of a director at a meeting
constitutes a waiver of notice of such meeting, except where a Director attends
a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
3.13 ATTENDANCE BY TELEPHONE: Members of the Board of Directors or
any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors or committee by means of conference telephone or
similar communications equipment by which all persons participating in the
meeting can hear each other at the same time. Such participation shall
constitute presence in person at the meeting.
3.14 ACTION BY DIRECTORS WITHOUT A MEETING: Any action required to
or which may be taken at a meeting of the Board of Directors, executive
committee, or other committee of the directors may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the directors, executive or other committee members entitled to vote
with respect to the proposed action. Such consent may be executed in
counterparts and shall be effective as of the date of the last signature
thereon.
3.15 PRESUMPTION OF ASSENT: A director of the Corporation who is
present at a meeting of the Board of Directors or committee of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless (i) he objects at the beginning of the
meeting to the holding of the meeting or the transaction of business at the
meeting; (ii) he contemporaneously requests that his dissent be entered in the
minutes of the meeting; or (iii) he gives written notice of his dissent to the
presiding officer of the meeting before its adjournment or delivers such
dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. A director may dissent to
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BYLAWS AS RESTATED OCTOBER 18, 1996
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a specific acting 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
COMMITTEES
4.1 COMMITTEES: The Board of Directors, by resolution adopted by
a majority of the full Board of Directors, may designate from among its members
an executive committee and one or more other committees each of which, to the
extent provided in the resolution, shall have all of the authority of the Board
of Directors, except that no such committee shall have the authority to: (i)
declare dividends or distributions; (ii) approve or recommend to shareholders
actions or proposals required by the Florida Business Corporation Act to be
approved by shareholders; (iii) fill vacancies on the Board of Directors or any
committee thereof; (iv) amend the bylaws; (v) approve a plan of merger not
requiring shareholder approval; (vi) reduce earned or capital surplus; (vii)
authorize or approve the reacquisition of shares unless pursuant to a general
formula or method specified by the Board of Directors; or (viii) authorize or
approve the issuance or sale of, or any contract to issue or sell, shares or
designate the terms of a series of a class of shares provided that the Board of
Directors, having acted regarding general authorization for the issuance or
sale of shares or any contract thereof and, in the case of a series, the
designation thereof, may, pursuant to a general formula or method specified by
the Board of Directors by resolution or by adoption of a stock option or other
plan, authorize a committee to fix the terms of any contract for the sale of
the shares and to fix the terms upon which such shares may be issued or sold,
including, without limitation, the price, the dividend rate, provisions for
redemption, sinking fund, conversion, or voting or preferential rights, and
provisions for other features of a class of shares or a series of a class of
shares, with full power in such committee to adopt any final resolution setting
forth all terms thereof and to authorize the statement of the terms of a series
for filing with the Secretary of State under the Florida Business Corporation
Act.
Neither the designation of any such committee, the delegation of
authority to such committee, nor any action by such committee pursuant to its
authority shall alone constitute compliance by any member of the Board of
Directors, nor a member of the committee in question, with his responsibility
to conform to the standard of care set forth in Article V of these Bylaws.
ARTICLE V
STANDARD
5.1 STANDARD OF CARE: A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the Corporation and with such care as an ordinarily
prudent person in a like position should use under similar circumstances. In
performing his 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 the persons herein
designated; but he shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance to
be unwarranted. A person who so performs his duties shall not have any
liability by reason of being or having been a director of the Corporation. Any
provision in these bylaws to
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 7 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
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the contrary notwithstanding, to the fullest extent permitted by the Florida
Business Corporation Act as the same exists or may hereafter be amended, a
director of this Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director.
The designated persons on whom a director is entitled to rely are:
(1) one or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters presented; (2)
counsel, public accountants, or other persons as to matters which the director
reasonably believes to be within such persons' professional or expert
competence; or (3) a committee of the board upon which the director does not
serve, duly designated in accordance with Article IV of these bylaws, as to
matters within its designated authority, which committee the director
reasonably believes to merit confidence.
ARTICLE VI
OFFICERS
6.1 NUMBER AND ELECTION: The officers of the Corporation shall be
a Chief Executive Officer, a Secretary and a Treasurer, who shall be elected by
the Board of Directors and who shall hold office until their successors are
duly elected and qualified. In addition, the Board of Directors may elect a
Chairman, a President, one or more Vice Presidents, Assistant Secretaries or
Assistant Treasurers, and such other subordinate officers as they shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. The officers shall be elected at the first meeting of the
Board of Directors after each annual meeting. Any two or more offices may be
held by the same person.
6.2 CHAIRMAN: The Chairman of the Board of Directors, if one be
elected, shall preside at all meetings of the Board of Directors and shall have
and perform such other duties as from time to time may be assigned to him by
the Board of Directors.
6.3 CHIEF EXECUTIVE OFFICER: The Chief Executive Officer shall,
in the absence or non-election of a Chairman, preside at all meetings of
shareholders and of the Board of Directors. Subject to the direction and
control of the Board of Directors, he or she shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. He or she may
execute contracts, deeds and other instruments on behalf of the Corporation as
is necessary and appropriate. He or she shall also perform such additional
functions and duties as are normally considered appropriate and customary for
the office of President, if a separate President has not been elected, and such
additional functions and duties as the Board of Directors may prescribe from
time to time.
6.4 PRESIDENT: The President, if one be elected, shall perform
such have such powers and perform such duties as shall be assigned to him by
the Board of Directors.
6.5 VICE PRESIDENT: One or more Vice Presidents may be elected by
the Board of Directors, who shall, in the order determined by the Board of
Directors, be the officer(s) next in seniority after the Chief Executive
Officer and the President, if one has been appointed by the Board of Directors.
Each Vice President shall perform such duties and exercise such powers as are
appropriate and as are prescribed by the Board of Directors.
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 8 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
<PAGE> 9
6.6 SECRETARY: The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board of
Directors, keep the minutes of such meetings, have charge of the corporate seal
and stock records, be responsible for the maintenance of all corporate records
and files and the preparation and filing of reports to governmental agencies,
other than tax returns, have authority to affix the corporate seal to any
instrument requiring it (and, when so affixed, it may be attested by his or her
signature), and perform such other functions and duties as are appropriate and
customary for the office of Secretary as the Board of Directors may prescribe
from time to time.
6.7 ASSISTANT SECRETARY: One or more Assistant Secretaries may be
elected by the Board of Directors, who shall, under the supervision of the
Secretary, perform such duties and have such powers as the Board of Directors
may prescribe from time to time.
6.8 TREASURER: The Treasurer shall have control of the funds and
the care and custody of all stocks, bonds, and other securities owned by the
Corporation and shall be responsible for the preparation and filing of tax
returns. He or she shall receive all moneys paid to the Corporation, and shall
have authority to give receipts and vouchers, to sign and endorse checks and
warrants in its name and on its behalf, and give full discharge for the same.
He or she shall also have charge of disbursement of the funds of the
Corporation, shall keep full and accurate records of the receipts and
disbursements, and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as shall be
designated by the Board of Directors. He or she shall perform such other
duties and have such other powers as are appropriate and customary for the
office of Treasurer as the Board of Directors may prescribe from time to time.
6.9 ASSISTANT TREASURER: One or more Assistant Treasurers may be
elected by the Board of Directors, who shall, under the supervision of the
Treasurer, perform such duties and have such powers as the Board of Directors
may prescribe from time to time.
6.10 REMOVAL AND RESIGNATION: Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any officer may resign at any time by
giving written notice of his or her resignation to the Chief Executive Officer
or to the Secretary, and acceptance of such resignation shall not be necessary
to make it effective, unless the notice so provides. Any vacancy occurring in
any office of the Corporation may be filled by the affirmative vote of a
majority of the Board of Directors for the unexpired portion of the term.
6.11 COMPENSATION: Officers shall receive such compensation for
their services as may be authorized or ratified by the Board of Directors.
Election or appointment of an officer shall not of itself create a contract
right to compensation for services performed as such officer.
ARTICLE VII
STOCK
7.1 CERTIFICATES: Certificates representing shares of the capital
stock of the Corporation shall be in such form as may be approved by the Board
of Directors and shall be signed by the Chairman or Chief Executive Officer and
by the Secretary or any Assistant Secretary. All certificates shall be
consecutively numbered and the names of the owners, the
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 9 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
<PAGE> 10
number of the shares and the date of issue shall be entered on the books of the
Corporation. Each certificate representing shares shall state upon its face:
(1) that the Corporation is organized under the laws of the State of Florida;
(2) the name of the person to whom issued; (3) the number of shares which the
certificate represents; (4) the par value, if any, of each share represented by
the certificate; and (5) any restrictions placed upon the transfer of the
shares represented by the certificate.
7.2 FACSIMILE SIGNATURES: When a certificate is signed (1) by a
transfer agent other than the Corporation or its employee, or (2) by a
registrar other than the Corporation or its employee, any other signature on
the certificate may be facsimile. In case any officer, transfer agent, or
registrar who has signed, or whose facsimile signature or signatures have been
place upon, any certificate, shall cease to be such officer, transfer agent, or
registrar, whether because of death, resignation, or otherwise, before the
certificate is issued by the Corporation, it may nevertheless be issued by the
Corporation with the same effect as if he or she were such officer, transfer
agent, or registrar at the date of issue.
7.3 CONSIDERATION FOR SHARES: Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof)
as shall be fixed from time to time by the Board of Directors. Such
consideration may consist of any tangible or intangible property or benefit to
the Corporation, including cash, promissory notes, services performed, promises
to perform services evidenced by a written contract, or other securities of the
Corporation. Treasury shares shall be disposed of for such consideration
expressed in dollars as may be fixed from time to time by the Board of
Directors.
7.4 LOST CERTIFICATES: In case of the alleged loss, destruction
or mutilation of a certificate of stock, the Board of Directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The Board of Directors may in its
discretion require a bond in such form and amount and with such surety as it
may determine before issuing a new certificate.
7.5 TRANSFER OF STOCK: Transfers of shares shall be made on the
books of the Corporation only upon presentation of the certificate or
certificates representing such shares properly endorsed by the person or
persons appearing upon the face of such certificate, except as may otherwise be
expressly provided by the statutes of the State of Florida or by order of a
court of competent jurisdiction. The officers or transfer agents of the
Corporation may, in their discretion, require a signature guaranty before
making any transfer. The Corporation shall be entitled to treat the person in
whose name any share of stock is registered on its books as the owner of those
shares for all purposes, and shall not be bound to recognize any equitable or
other claim or interest in the shares on the part of any other person, whether
or not the Corporation shall have notice of such claim or interest.
7.6 TRANSFER AGENT, REGISTRARS, AND PAYING AGENTS: The Board of
Directors may at its discretion appoint one or more transfer agents, registrars
and agents for making payment upon any class of stock, bond, debenture, or
other security of the Corporation. Such agents and registrars may be located
either within or outside Florida. They shall have such rights and duties and
shall be entitled to such compensation as may be agreed.
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 10 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
<PAGE> 11
ARTICLE VIII
INDEMNIFICATION OF CERTAIN PERSONS
8.1 AUTHORITY FOR INDEMNIFICATION: Any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, and whether formal or informal, by reason of the fact that he
is or was a director, officer, employee, fiduciary or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee, or agent of any foreign or domestic corporation or of any
partnership, joint venture, trust, other enterprise or employee benefit plan
("Any Proper Person"), shall be indemnified by the Corporation against expenses
(including attorneys fees), judgments, penalties, fines, (including an excise
tax assessed with respect to an employee benefit plan) and amounts paid in
settlement reasonably incurred by him in connection with such action, suit or
proceeding if it is determined by the groups set forth in Section 8.4 of this
Article that he conducted himself in good faith and that he: (1) reasonably
believed, in the case of conduct in his official capacity with the Corporation,
that his conduct was in the Corporation's best interests; or (2) in all other
cases (except criminal cases) believed that his conduct was at least not
opposed to the Corporation's best interests; or (3) with respect to criminal
proceedings had no reasonable cause to believe his conduct was unlawful. A
person will be deemed to be acting in his official capacity while acting as a
director, officer, employee or agent oft this Corporation and when he is acting
on this Corporation's behalf for some other entity. No indemnification shall
be made under this section to a director with respect to any claim, issue or
matter in connection with a proceeding by or in the right of a corporation in
which the director was adjudged liable to the Corporation or in connection with
any proceeding charging improper personal benefit to the director, whether or
not involving action in his official capacity, in which he was adjudged liable
on the basis that personal benefit was improperly received by him. Further,
indemnification under this Section in connection with a proceeding brought by
or in the right of the Corporation shall be limited to reasonable expenses,
including attorneys' fees, incurred in connection with the proceeding. These
limitations shall apply to directors only and not to officers, employees,
fiduciaries or agents of the Corporation.
8.2 RIGHT TO INDEMNIFICATION: The Corporation shall indemnify any
Proper Person who has been wholly successful on the merits or otherwise, in
defense of any action, suit, or proceeding referred to in Section 8.1 of this
Article against expenses (including attorneys' fees) reasonably incurred by him
in connection with the proceeding without the necessity of any action by the
Corporation other than the determination in good faith that the defense has
been wholly successful.
8.3 EFFECT OF TERMINATION OF ACTION: The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person seeking indemnification did not meet the standards
of conduct described in Section 1 of this Article. Entry of a judgment by
consent as part of a settlement shall not be deemed an adjudication of
liability.
8.4 GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION: In
all cases except where there is a right to indemnification set forth in Section
8.2 of this article or where indemnification is ordered by a court, any
indemnification shall be made by the Corporation only
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 11 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
<PAGE> 12
as authorized in the specific case upon a determination by a proper group that
indemnification of the Proper Person is permissible under the circumstances
because he has met the applicable standards of conduct set forth in Section 1
of this Article. This determination shall be made by the Board of Directors by
a majority vote of a quorum, which quorum shall consist of directors not
parties to the proceeding ("Quorum"). If a Quorum cannot be obtained, the
determination shall be made by a majority vote of a committee of the board
designated by the Board of Directors, which committee shall consist of two or
more directors not parties to the proceeding except that directors who are
parties to the proceeding may participate in the designation of directors for
the committee. If a Quorum of the Board of Directors cannot be obtained or the
committee cannot be established, or even if a Quorum can be obtained or the
committee can be established but such Quorum or committee so directs, the
determination shall be made by independent legal counsel selected by a vote of
a quorum of the Board of Directors or a committee in the manner specified in
this Section, or, if a Quorum of the full Board of Directors cannot be obtained
and a committee cannot be established, by independent legal counsel selected by
a majority vote of the full Board of Directors (including directors who are
parties to the action) or by a vote of the shareholders.
8.5 COURT ORDERED INDEMNIFICATION: Any Proper Person may apply
for indemnification to the court conducting the proceeding or to another court
of competent jurisdiction for mandatory indemnification under Section 8.2 of
this Article, including indemnification for reasonable expenses incurred to
obtain court-ordered indemnification. If the court determines that the
director is fairly and reasonably entitled to indemnification in view of all
the relevant circumstances, whether or not he met the standards of conduct set
forth in Section 1 of this Article or was adjudged liable in the proceeding,
the court may order such indemnification as the court deems proper except that
if the individual has been adjudged liable, indemnification shall be limited to
reasonable expenses incurred.
8.6 ADVANCE OF EXPENSES: Expenses (including attorneys fees)
incurred in defending a civil or criminal action, suit or proceeding may be
paid by the Corporation to any Proper Person in advance of the final
disposition of such action, suit or proceeding upon receipt of: (1) a written
affirmation of such Proper Person's good faith belief that he has met the
standards of conduct prescribed by Section 1 of this Article; (2) a written
undertaking, executed personally or on his behalf, to repay such advances if it
is ultimately determined that he did not meet the prescribed standards of
conduct (the undertaking shall be an unlimited general obligation of the Proper
Person but need not be secured and may be accepted without reference to
financial ability to make repayment); and (3) a determination is made by the
proper group (as described in Section 4 of this Article), that the facts as
then known to the group would not preclude indemnification.
8.7 REPORT TO SHAREHOLDERS: Any indemnification of or advance of
expenses to a director in accordance with this Article, if arising out of a
proceeding by or on behalf of the Corporation, shall be reported in writing to
the shareholders with or before the notice of the next shareholders' meeting.
ARTICLE IX
PROVISION OF INSURANCE
By action of the Board of Directors, notwithstanding any interest of
the directors in the action, the Corporation may purchase and maintain
insurance, in such scope and amounts as
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 12 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
<PAGE> 13
the Board of Directors deems appropriate, on behalf of any person who is or was
a director, officer, employee, fiduciary, or agent of the Corporation, or who,
while a director, officer, employee, fiduciary or agent of the Corporation, is
or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, other enterprise or
employee benefit plan, against any liability asserted against, or incurred by,
him in any such capacity or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against such liability
under the provisions of Article VIII or applicable law.
ARTICLE X
MISCELLANEOUS
10.1 FISCAL YEAR: The Board of Directors may, by resolution, adopt
a fiscal year for this Corporation.
10.2 AMENDMENT OF BYLAWS: These bylaws may at any time and from
time to time, be amended, supplemented, restated or repealed by the Board of
Directors.
These bylaws were adopted as the restated bylaws of the Corporation by
a resolution of the Board of Directors dated October 18, 1996.
/s/ Paul W. Henry
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Paul W. Henry, Secretary
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VISITORS SERVICES INTERNATIONAL CORP. PAGE 13 OF 13
BYLAWS AS RESTATED OCTOBER 18, 1996
<PAGE> 1
EXHIBIT 16.1
LARRY LEGEL, CPA
PRACTICE CONCENTRATING IN
TAXATION AND SECURITIES
5100 N. FEDERAL HIGHWAY, SUITE 409
FT. LAUDERDALE, FL 33308
(954) 493-8900 OFFICE
(954)493-8300 FAX
OCTOBER 17, 1996
SECURITIES AND EXCHANGE COMMISSION
450 - FIFTH STREET, N.W.
WASHINGTON, D.C. 20549
RE: VISITORS SERVICES INTERNATIONAL CORP.
(FORMERLY DYNASTY CAPITAL CORPORATION)
FILE NO. 33-11059-A
DEAR SIR OR MADAM:
I have reviewed Item 4 of the Form 8-K of Visitors Services
International Corp. (formerly Dynasty Capital Corporation) dated October 17,
1996. Please be advised that I am in concurrence with the disclosures set
forth therein as they relate to me.
Sincerely,
/s/ Larry Legel, CPA
Larry Legel, CPA
<PAGE> 1
EXHIBIT 16.2
SCHUMACHER & ASSOCIATES, INC.
CERTIFIED PUBLIC ACCOUNTANTS
12835 EAST ARAPAHOE ROAD, TOWER II, SUITE 110
ENGLEWOOD, CO 80112
(303)792-2466 FAX (303) 792-2467
October 22, 1996
Securities and Exchange Commission
450 - Fifth Street, N.W.
Washington, D.C. 20549
Re: Visitors Services International Corp.
(formerly Dynasty Capital Corporation)
File No. 33-11059-A
Dear Sir or Madam:
This firm has reviewed Item 4 of Visitors Services International
Corp.'s Current Report on Form 8-K, dated October 17, 1996, as regards our
replacement as its certifying accountants. Please be advised that we are in
concurrence with the disclosures therein.
Sincerely,
/s/ Schumacher & Associates, Inc.
Schumacher & Associates, Inc.
