SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Chequemate International, Inc.
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(Exact name of registrant as specified in its charter)
Utah 76-0279816
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
57 West 200 South, Suite 350; Salt Lake City, Utah 84101
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock American Stock Exchange
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If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A., check the following box. [ ]
Securities Act registration statement file number to which this form
relates: NA
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
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The Company has authorized Five Hundred Million common shares
(500,000,000) having a par value of $0.0001 per share. The Company presently has
only one class of common shares.
At March 31, 1999, there were 20,580,659 shares of Common Stock
issued and outstanding, and held by more than 500 shareholders. Holders of
Common Stock are entitled to one vote per share for the election of directors
and on all matters submitted to a vote of shareholders. There are no cumulative
voting rights for the election of directors. Holders of Common Stock are
entitled to receive dividends as and when declared by the Board of Directors out
of funds legally available therefore. Holders of Common Stock are not entitled
to preemptive rights. The Common Stock to be registered is not convertible to
any other debt or security instrument. In the event of the liquidation,
dissolution or winding up of the Company, the holder of each share of Common
Stock is entitled to share equally in any balance of the Company's assets
available for distribution to shareholders. Outstanding shares of Common Stock
are not subject to any further call or assessment.
Item 2. Exhibits.
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NO. DESCRIPTION PAGE
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3.1 Amended and Restated Articles of Incorporation 4
3.2 Bylaws of the corporation 5
4 Specimen Common Stock Certificate 17
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, thereto duly authorized.
CHEQUEMATE INTERNATIONAL, INC.
Date: May 26, 1999 By /s/ T. A. Lassetter
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Terrell A. Lassetter, President
Date: May 26, 1999 By /s/ Steven Anderson
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8A.491 Steven Anderson, Chief Financial Officer
Page 2 of 17
EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
CHEQUEMATE INTERNATIONAL, INC.
We, the undersigned officers of the corporation, under the
Revised Utah Business Corporations Act (hereinafter call the "Act") adopt the
following Restated Articles of Incorporation for such corporation pursuant to
the action of the Board of Directors as authorized under Section 16-10a-1002 of
the Act.
ARTICLE I
The name of this corporation is Chequemate International, Inc.
(the "Corporation").
ARTICLE II
The Corporation is organized to engage in any lawful act or
activity for which corporations may be organized under the Act.
ARTICLE III
The total authorized number of shares of the Corporation is
Five Hundred Million (500,000,000) shares of the par value of $0.0001 per share.
ARTICLE IV
To the fullest extent permitted by the Act, as the same exists
or may hereafter be amended, no director shall be personally liable to the
Corporation or its shareholders for monetary damages except for liability for
(a) the amount of a financial benefit received by a director to which he is not
entitled, (b) an intentional infliction of harm on the Corporation or the
shareholders, (c) a violation of Section 16-10a-841 relating to the liability of
directors for unlawful distributions, or (d) an intentional violation of
criminal law. To the fullest extent permitted by the Act, as the same exists or
may hereafter be amended, the Corporation shall indemnify its officers and
directors as provided in Section 16-10a-901 et seq., U.C.A.
Page 3 of 17
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ARTICLE V
The Corporation reserves the right to amend, alter, change, or
repeal any provision of these Articles, in the manner now or hereafter
prescribed by law, and all rights and powers conferred herein on shareholders
and directors are subject to this reserved power.
IN WITNESS WHEREOF, the President and Secretary of the
Corporation have executed the Restated Articles of Incorporation of Chequemate
International, Inc. and certify to the truth of the facts herein stated, this
26th day of May, 1999.
CHEQUEMATE INTERNATIONAL, INC.
By /s/ T. A. Lassetter
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Ted Lassetter, President
By /s/ Steven Anderson
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Steve Anderson, Secretary
Page 4 of 17
EXHIBIT 3.2
AMENDED BYLAWS OF
CHEQUEMATE INTERNATIONAL, INC.
ARTICLE I - PURPOSES
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Section 1.01 The corporation is organized for any and all lawful
purposes for which corporations may be organized under the Utah Revised Business
Corporation Act.
ARTICLE II - OFFICES
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Section 2.01 Registered Office. The registered office of the
corporation required by the Utah Revised Business Corporation Act to be
maintained in the State of Utah shall be located in the City of Salt Lake,
County of Salt Lake, or such other location as the Board of Directors may
designate by resolution. The address of the registered office may be changed
from time to time by the board of directors.
Section 2.02 Other Officers. The corporation may have such other
offices, either within or without the State of Utah, as the board of directors
may designate or as the business of the corporation may require from time to
time.
ARTICLE III - SHAREHOLDERS
--------------------------
Section 3.01. Annual Meeting. Annual meetings of the shareholders for
the purpose of electing directors and for the transaction of such other business
as may come before such meetings shall be at such time, date and place as the
board of directors shall determine by resolution.
Section 3.02. Special Meeting. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the chairman of the board, by the president or by the board of
directors, and shall be called by the president at the request of the holders of
not less than one-tenth of all the outstanding shares of the corporation
entitled to vote at the meeting.
Section 3.03. Place of Meeting. The board of directors may designate
any place, either within or without the State of Utah, as the place for the
holding of any annual or special meeting. If no designation is made, the place
of meeting shall be the registered office of the corporation in the State of
Utah.
Section 3.04. Notice of Meeting. Notice of each meeting of the
shareholders, whether annual or special, shall be delivered by or at the
direction of the president, the secretary, or the officer or persons calling the
meeting not less than ten (10) nor more than sixty (60) days before the date of
the meeting, to each shareholder of record entitled to vote at such meeting by
delivery of a typewritten or printed notice thereof to such shareholder either
personally, by confirmed air courier or by mail. If mailed, such notice shall be
Page 5 of 17
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deemed to be delivered when deposited in the United States mail, in a
first-class postage-prepaid envelope addressed to the shareholder at such
shareholder's address as furnished to the secretary of the corporation for such
purposes or, if such shareholder shall not have finished an address to the
Secretary for such purpose, then at such shareholder's address as it appears on
the stock transfer books of the corporation. Such notice shall state the place,
day and time of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called. Any shareholder may waive notice of
any meeting. The attendance of a shareholder at a meeting shall constitute a
waiver of notice of such meeting, except where a shareholder attends a meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
Section 3.05. 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 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 of the corporation may provide
that the stock transfer books shall be closed for a stated period not to exceed,
in any case, sixty (60) 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 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 sixty
(60) days and, in case of a meeting of shareholders, not less than ten 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 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.
Section 3.06. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each
shareholder, which list shall be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder, for any
purpose germane to the meeting, during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
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Section 3.07. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Section 3.08. Manner of Acting. The affirmative vote of a majority of
the shares entitled to vote and represented at a meeting at which a quorum is
present shall be the act of the shareholders, unless the vote of a greater
number or voting by classes is required for such act by the corporation's
Articles of Incorporation or by the Utah Revised Business Corporation Act.
Shareholders may participate in a meeting through use of conference,
telephone or similar communications equipment, so long as all shareholders
participating in such meeting can hear one another.
Section 3.09. Proxies. At all meetings of shareholders, a shareholder
may vote 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 be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 3.10. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
Section 3.11. Voting of Shares By Certain Holders. 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 held by an administrator, executor, guardian or conservator may
be voted by him or her, either in person or by proxy, without a transfer of such
shares into his or her name. Shares standing in the name of a trustee may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or her 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 or her name if authority so
to do be contained in an appropriate order of the court by which such receiver
was appointed.
Page 7 of 17
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A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation if a majority of shares entitled to vote for
the election of directors of such other corporation is held by the corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares at any given time.
Section 3.12. Judges. If at any meeting of the shareholders a vote by
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges shall decide upon the qualification of the voters and shall
report the number of shares represented at the meeting and entitled to vote on
such question, shall conduct and accept the votes, and when the voting is
completed, shall ascertain and report the number of shares voted respectively
for and against the question. Reports of judges shall be in writing and
subscribed and delivered by them to the secretary of the corporation. The judges
need not be shareholders of the corporation, and any officer of the corporation
may be a judge on any question other than a vote for or against a proposal in
which he shall have a material interest.
Section 3.13. Informal Action by Shareholders. Any action which may be
taken at any annual or special meeting of shareholders may be taken without a
meeting and without prior notice, if one or more consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to vote
thereon were present and voted. Provided, however, that directors may not be
elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors.
ARTICLE IV - BOARD OF DIRECTORS
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Section 4.01. General Powers. The business and affairs of the
corporation shall be managed by its board of directors.
Section 4.02. Number, Tenure and Qualifications. The number of
directors of the corporation shall be five (5); unless the number of
shareholders of the corporation is less than five (5), in which case the number
of directors may be the same as the number of shareholders, with the exact
number of directors within such parameters to be set by resolution of the board
of directors from time to time; provided that no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. One director may be designated by a majority of the full board of
directors as chairman of the board. The directors shall be elected annually by
the shareholders of the corporation at the annual meeting of shareholders. If
the election of directors shall not be held at such meeting, or if such meeting
is not held, the directors may be elected at any special meeting of shareholders
held for that purpose. Each director shall hold office until the next annual
meeting of shareholders and until his or her successor shall have been qualified
or until his or her death or until he or she shall resign or shall have been
removed in the manner hereinafter provided. Directors need not be residents of
the State of Utah or shareholders of the corporation.
Page 8 of 17
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Section 4.03. Resignation. Any director of the corporation may resign
at any time by giving written notice to the board of directors or to the
president or the chief executive officer, the secretary or the registered agent
of the corporation. Any such resignation shall take effect at the time specified
therein, or, if the time is not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 4.04. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. By resolution, the
board of directors may determine the time and place, either within or without
the State of Utah, for the holding of additional regular meetings without other
notice than such resolution.
Section 4.05. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the chairman of the board, the
president or any two directors. The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or without
the State of Utah, as the place for holding any special meeting of the board of
directors called by them.
Section 4.06. Notice. Notice of any special meeting shall be given at
least two days prior thereto by written notice delivered personally, by
confirmed air courier, by mail to each director at his business address, or by
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in a first-class postage-prepaid envelope in the United States mail so
addressed. If notice is given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any director
may waive notice of any meeting. The attendance of a director at a meeting shall
constitute 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. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.
Section 4.07. Quorum. A majority of the number of directors fixed by
Section 4.02 of these Bylaws shall constitute a quorum for the transaction of
business at any meeting of the board directors, but if less than such majority
is present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
Section 4.08. Manner of Acting. 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
of directors. Members of the board of directors may participate in a meeting
through use of conference, telephone or similar communications equipment, so
long as all members participating in such meeting can hear one another.
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Section 4.09. Action Without a Meeting. Any action required or
permitted to be taken at a meeting of the board of 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. Such consent shall have the same force
and effect as a unanimous vote of the directors.
Section 4.10. Vacancies.
(a) Vacancy Due to Resignation or Death. Any vacancy occurring
among the directors as a result of a resignation or death may be filled by the
affirmative vote of a majority of the remaining directors, although less than a
quorum. A director elected to fill such a vacancy shall be elected for the
unexpired term of his or her predecessor in office.
(b) Vacancy due to Increase in Number of Directors. Any
directorships to be filled by reason of an increase in the number of directors
shall be filled by the affirmative vote of a majority of the directors, although
less than a quorum. Directors filling such vacancies resulting from an increase
in the number of directors shall be elected for a term of office continuing
until the next annual meeting, or until a special meeting of shareholders is
called for the purpose of electing directors to the offices so created.
(c) Vacancy due to Removal. Any directorship to be filled by
reason of the removal of one or more directors by the shareholders may be filled
by election by the shareholders, at the meeting at which the director or
directors are removed.
Section 4.11. Removal. At a meeting called expressly for that purpose,
one or more directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote at an election of
directors.
Section 4.12. Compensation. By resolution of the board of directors,
the directors may be paid their expenses, if any, of attendance at each meeting
of the board of directors, and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. Such
compensation shall be reported to the shareholders. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 4.13. Presumption of Assent. A director of the corporation who
is present at a meeting 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 his or her dissent shall be entered in the minutes of the meeting or
unless he or she shall file his or her written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
ARTICLE V - COMMITTEES
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Section 5.01. Appointment. The board of directors by resolution adopted
by a majority of the full board may appoint such committees from time to time,
either standing or ad hoc, as it deems necessary or appropriate, including but
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not limited to an executive committee as hereinafter described. Such committees
shall follow the same general notice and governance procedures as the board of
directors and shall report to the board of directors. Members of such committees
shall serve for such terms as shall be appointed them. The appointment of such
committees and the delegation thereto of authority shall not operate to relieve
the board of directors, or any director, of any responsibility imposed by law.
Section 5.02. Executive Committee. The Executive Committee of the board
of directors, if created pursuant to Section 5.01 of these Bylaws, shall consist
of two (2) or more directors. The president of the corporation shall sit as an
ex officio, nonvoting members of the Executive Committee. The Chairman of the
Board, if there is one, shall also be a member of the Executive Committee. The
Executive Committee shall elect a chairperson from its membership. When the
board of directors is not in session, the Executive Committee shall have and may
exercise all of the authority of the board of directors except to the extent, if
any, that such authority shall be limited by the resolution appointing the
Executive Committee, and except also that the Executive Committee shall not have
any authority to adopt a plan of merger or consolidation, to recommend to the
shareholders the sale, lease or other disposition of all or substantially all of
the property and assets of the corporation otherwise than in the usual and
regular course of its business, to recommend to the shareholders a voluntary
dissolution of the corporation, or to amend the Bylaws of the corporation.
ARTICLE VI - OFFICERS
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Section 6.01. Number. The officers of the corporation shall be a
president, a secretary, and a treasurer, each of whom shall be elected by the
board of directors. One or more vice presidents (the number thereof to be
determined by the board of directors) and such other officers and assistant
officers and agents as may be deemed necessary by the board of directors. Such
officers, assistant officers and agents may be elected or appointed by the board
of directors. The board of directors may delegate to any officer of the
corporation or any committee of the board of directors the power to appoint,
remove and prescribe the duties of such other officers, assistant officers,
agents and employees. Any two or more offices may be held by the same person,
except the offices of president and secretary.
Section 6.02. Election and Term of Office. The officers of the
corporation shall be elected annually by the board of directors at the first
regular meeting of the board of directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting, or
if such meeting is not held, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his or her successor
shall have been duly elected and shall have qualified or until his or her death
or until he or she shall resign or shall have been removed in the manner
hereinafter provided.
Section 6.03. Removal. Any officer, assistant, agent or employee may be
removed, with or without cause, at any time: (i) in the case of an officer,
assistant, agent or employee appointed by the board of directors, only by
resolution of the board of directors; and (ii) in the case of any other officer,
assistant, agent or employee, appointed by any officer of the corporation or
committee of the board of directors upon whom or which such power of removal may
be conferred by the board of directors; but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
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Section 6.04. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
Section 6.05. President. The president, unless otherwise specified by
the board of directors, shall be the chief executive officer of the corporation
and, subject to the control of the board of directors, shall in general
supervise and control all of the business and affairs of the corporation. He or
she shall, when present, preside at all meetings of the shareholders and of the
board of directors. He or she may sign, with the secretary or any other proper
officer of the corporation thereunto authorized by the board of directors,
certificates for shares of the corporation, and any deeds, mortgages, bonds,
contracts, or other instruments which the board of directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be otherwise
signed or executed; and in general shall perform all duties incident to the
office of president and such other duties as may be prescribed by the board of
directors from time to time.
Section 6.06. The Vice President. In the absence of the president, or
in the event of the president's death, inability or refusal to act, the vice
president (or in the event there be more than one vice president, the vice
presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. Any vice president
may sign, with the secretary or an assistant secretary, certificates for shares
of the corporation; and shall perform such other duties as from time to time may
be assigned to him or her by the president or by the board of directors.
Section 6.07. The Secretary. The secretary shall: (a) keep the minutes
of the shareholders' and of the board of directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the secretary by such shareholder; (e) sign with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned to him or her by the president or by
the board of directors.
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Section 6.08. The Treasurer. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the board of directors shall
determine. He or she shall: (a) have charge and custody of and be responsible
for all funds and securities of the corporation; (b) receive and give receipts
for moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Section 8.04 of these Bylaws; and (c) in general perform all of
the duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him or her by the president or by the board of
directors.
Section 6.09. Assistant Secretaries and Assistant Treasurers. The
assistant secretaries, when authorized by the board of directors, may sign with
the president or a vice president certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of directors.
Section 6.10. Compensation. The compensation of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such compensation by reason of the fact that he or she
is also a director of the corporation.
ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
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Section 7.01. Certificates for Shares. Every owner of shares of stock
of the corporation shall be entitled to have a certificate or certificates, to
be in such form as shall be determined by the board of directors, certifying the
number and class of shares of the stock of the corporation owned by such
shareholder. All such certificates shall be consecutively numbered in the order
in which they are issued, and shall be signed by the president or a
vice-president and by the secretary or an assistant secretary. Any of or all of
the signatures on the certificates may be a facsimile. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon, any such certificate, shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may nevertheless be issued by the corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have been
placed thereupon, were such officer, transfer agent or registrar at the date of
issue. A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the corporation for exchange or
transfer shall be canceled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so canceled, except in cases provided for in Section 7.04.
Section 7.02. Transfers of Stock. Transfers of shares of stock of the
corporation shall be made only on the books of the corporation by the registered
holder thereof, or by such holder's attorney thereunto authorized by power of
attorney duly executed and filed with the secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 7.03, and upon surrender of
the certificate or certificates for such shares properly endorsed and the
payment of all taxes thereon. The person in whose name shares of stock stand on
the books of
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<PAGE>
the corporation shall be deemed the owner thereof for all purposes as regards
the corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
corporation for transfer, both the transferor and the transferee request the
Corporation to do so.
Section 7.03. Regulations. The board of directors may make such rules
and regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.
Section 7.04. Lost, Stolen, Destroyed, and Mutilated Certificates. In
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the corporation in
such form and in such sum as the board of directors may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the board of directors, it is proper to do so.
ARTICLE VIII - CONTRACTS, LOANS, CHECKS AND DEPOSITS
----------------------------------------------------
Section 8.01. Contracts. The board of directors may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.
Section 8.02. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances. No loan shall be made by the
corporation secured by its unissued shares.
Section 8.03. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 8.04. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may select.
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<PAGE>
ARTICLE IX - DIVIDENDS
----------------------
Section 9.01. The board of directors may from time to time declare, and
the corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its Articles of Incorporation.
ARTICLE X - MISCELLANEOUS
-------------------------
Section 10.01. Seal. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Utah and the year of incorporation.
Section 10.01. Waiver of Notice. Whenever any notice is required to be
given to any shareholder or director of the corporation under the provisions of
these Bylaws, of the Articles of Incorporation or of the Utah Revised Business
Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
Section 10.03. Amendments. These Bylaws, or any of them, may be
altered, amended or repealed, and new Bylaws may be made, (i) by the board of
directors, by vote of a majority of the number of directors then in office as
directors, acting at any meeting of the board of directors, or (ii) by the
shareholders, at any annual meeting of shareholders, without previous notice, or
at any special meeting of shareholders, provided that notice of such proposed
amendment, modification, repeal or adoption is given in the notice of special
meeting.
Section 10.04. Fiscal Year. The fiscal year of the corporation shall
end on the last day of March in each year.
ARTICLE XI - INDEMNIFICATION
----------------------------
Section 11.01. Indemnification. To the fullest extent permitted by the
Utah Revised Business Corporation Act, as the same exists or may hereafter be
amended, the corporation shall indemnify its officers and directors as provided
in Section 16-10a-901 et seq., U.C.A.
Section 11.02. Limits on Directors' Liability. To the fullest extent
permitted by the Utah Revised Business Corporation Act, as the same exists or
may hereafter be amended, no director shall be personally liable to the
corporation or its shareholders for monetary damages except for liability for
(a) the amount of a financial benefit received by a director to which he is not
entitled, (b) an intentional infliction of harm on the corporation or the
shareholders, (c) a violation of Section 16-10a-841 relating to the liability of
directors for unlawful distributions, or (d) an intentional violation of
criminal law.
Section 11.03. Savings Clause. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each officer and director as to
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<PAGE>
expenses, including attorney's fees, judgments, fines and amounts paid in
settlement with respect to any action, suit, proceeding or investigation,
whether civil, criminal or administrative, and whether internal or external,
including a grand jury proceeding and an action or suit brought by or in the
right of the corporation, to the full extent permitted by any applicable portion
of this Article that shall not have been invalidated, or by any other applicable
law.
I, THE UNDERSIGNED, being the secretary of Chequemate International
Inc., a Utah corporation, DO HEREBY CERTIFY the foregoing to be the Bylaws of
such corporation, as adopted by unanimous resolution of the board of directors
dated May 26, 1999.
/s/ Steven Anderson
--------------------
Secretary
Page 16 of 17
EXHIBIT 4
AUTHORIZED SHARES 500,000,000
PAR VALUE $ .0001
CHEQUEMATE INTERNATIONAL, INC.
[logo]
CUSIP NO. 164126 10 4
NUMBER SHARES
- ------ ------
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
CHEQUEMATE INTERNATIONAL, INC.
a corporation organized under the laws of the State of Utah,
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are subject to all
the terms, conditions, and limitations of the Articles of Incorporation and
Bylaws of the Corporation and amendments thereto. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated:
[Corporate Seal]
- --------------- ---------------
SECRETARY PRESIDENT
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