SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For Quarter Ended: September 30, 1999
Commission File No. 0-30234
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
MILLENNIUM PLASTICS CORPORATION
formerly, Aurora Corporation
(Exact name of registrant as specified in its charter)
Nevada 88-0422242
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
525 South 300 East
Salt Lake City, Utah 84111
(801) 323-2395
(Address and telephone number of principal executive
offices and principal place of business)
Indicate by check mark whether the registrant has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports). Yes [ X ] No [ ]
Indicate by check mark whether the registrant has been subject to such
filing requirements for the past 90 days. Yes [ ] No [ X ]
As of the date of filing of this report, Millennium Plastics Corporation
("Millennium"), had a total of 17,100,000 shares of common stock issued and
outstanding.
<PAGE>
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements 3
Item 2: Management's Discussion and Analysis or Plan of Operations 3
PART II: OTHER INFORMATION
Item 2: Changes in Securities 4
Item 4: Submission of Matters to a Vote of Security Holders 5
Item 5: Other Information 5
Item 6: Exhibits and Reports filed on Form 8-K 5
Signatures 5
In this quarterly report references to Millennium," "we," "us," and "our"
refer to Millennium Plastics Corporation.
FORWARD LOOKING STATEMENTS
This Form 10-QSB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Millennium's control. These factors include but are not limited to economic
conditions generally and in the industries in which Millennium may
participate; competition within Millennium's chosen industry, including
competition from much larger competitors; technological advances and failure
by Millennium to successfully develop business relationships.
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Aurora Corporation
(a Development Stage Company)
Financial Statements
September 30, 1999
<PAGE>
C O N T E N T S
Accountants' Report . .. . . . . . . . . . . . . . . . . . . . 3
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations . . . . . . . . . . . . . . . . . . . 5
Statements of Stockholders' Equity . . . . . . . . . . . . . . 6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . 7
Notes to the Financial Statements .. . . . . . . . . . . . . . 8
<PAGE>
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
Office (801) 363-1175
Fax (801) 363-0615
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Aurora Corporation
The accompanying balance sheets as of September 30, 1999 and the related
statements of operations, stockholders' equity, and cash flows for the three
months ended September 30, 1999 and 1998, for the six months ended September
30, 1999 and 1998, and from inception through September 30, 1999 were not
audited by us and, accordingly, we do not express an opinion on them.
The accompanying balance sheet as of March 31, 1999 was audited by us and we
expressed an unqualified opinion on it in our report dated August 6, 1999.
/s/ Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
October 26, 1999
<PAGE>
Aurora Corporation
(A Development Stage Company)
Balance Sheets
ASSETS
September 30 March 31,
1999 1999
---------------- ---------------
ASSETS $ - $ -
---------------- ---------------
TOTAL ASSETS $ - $ -
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES - -
---------------- ---------------
Total Liabilities - -
---------------- ---------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
25,000,000 shares authorized;
17,100,000 shares issued
and outstanding 17,100 17,000
Additional Paid in Capital 4,900 -
Deficit accumulated during the
development stage (22,000) (17,000)
---------------- ---------------
Total Stockholders' Equity - -
---------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ -
================ ===============
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
Aurora Corporation
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From
Inception
For the Three For the Six on April 2,
Months Ended Months Ended 1986 to
September 30, September 30, September 30,
1999 1998 1999 1998 1999
------------ ------------ ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
------------ ------------ ------------ ----------- -------------
EXPENSES
General & Administrative 5,000 - - - 22,000
------------ ------------ ------------ ----------- -------------
TOTAL EXPENSES 5,000 - - - 22,000
------------ ------------ ------------ ----------- -------------
Net Loss From Operations (5,000) - - - (22,000)
------------ ------------ ------------ ----------- -------------
NET LOSS (5,000) - - - (22,000)
============ ============ ============ =========== =============
LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.001)
============ ============ ============ =========== =============
WEIGHTED AVERAGE SHARES
OUTSTANDING 17,098,550 17,000,000 17,000,000 17,000,000 17,002,571
============ ============ ============ =========== =============
The accompanying notes are an integral part of these financial statements.
-6-
</TABLE>
<PAGE>
Aurora Corporation
(A Development Stage Company)
Statement of Stockholders' Equity
From Inception on April 12, 1986 through September 30, 1999 (unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Balance at inception - $ - $ - $ -
Issuance of shares for marketing
rights 17,000,000 17,000 - -
Net (loss) for year ended
March 31, 1987 - - - (17,000)
------------- ------------- ------------- -------------
Balance - March 31, 1987 17,000,000 17,000 - (17,000)
Net (loss) for years ended
March 31, 1988 to 1998 - - - -
------------- ------------- ------------- -------------
Balance - March 31, 1998 17,000,000 17,000 - (17,000)
Net (loss) for year ended
March 31, 1999 - - - -
------------- ------------- ------------- -------------
Balance - March 31, 1999 17,000,000 17,000 - (17,000)
Issuance of shares for services
valued at $5,000 100,000 100 4,900 -
Net (loss) for six months ended
September 30, 1999 (unaudited) - - - (5,000)
------------- ------------- ------------- -------------
Balance - September 30, 1999
(unaudited) 17,100,000 $ 17,100 $ 4,900 $ (22,000)
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
6
</TABLE>
<PAGE>
Aurora Corporation
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception
April 2,
1986
For the Six Months through
Ended September 30, September 30,
1999 1998 1999
--------------- -------------- --------------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net loss $ (5,000) $ - $ (22,000)
Less non-cash items:
Amortization of marketing rights - - 17,000
Shares issued for services 5,000 - 5,000
--------------- -------------- --------------
Net Cash Provided (Used) by
Operating Activities - - -
--------------- -------------- --------------
Cash Flows from Investing Activities - - -
--------------- -------------- --------------
Cash Flows from Financing Activities
Proceeds from Issuance
of common stock - - -
--------------- -------------- --------------
Net Cash Provided (Used) by
Financing Activities - - -
--------------- -------------- --------------
Increase in Cash - - -
Cash and Cash Equivalents at
Beginning of Period - - -
--------------- -------------- --------------
Cash and Cash Equivalents at
End of Period $ - $ - $ -
=============== ============== ==============
Supplemental Cash Flow Information:
Cash paid for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
7
</TABLE>
<PAGE>
Aurora Corporation
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
GENERAL
Aurora Corporation (the Company) has elected to omit substantially all
footnotes to the financial statements for the three months ended September 30,
1999 since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their Form
10-SB, filed on August 30, 1999.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustment
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
ITEM 3. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
On September 30, 1999, we had $0 in cash, $0 in liabilities, and no other
liquid assets or resources. We did not post any revenues for the fiscal year
and essentially had no operations during the fiscal year ended March 31, 1999.
We have no material commitments for capital expenditures for the next twelve
months.
We anticipate that until a business opportunity is found and sufficient
revenues are generated we will rely on the commitment of our management and
principal shareholders to cover all operation expenses and other costs. There
is no assurance that the management and shareholders' commitment will
ultimately prove to be adequate to allow us to enter into a business
opportunity. Currently, we have no plans to raise additional capital,
however, we may elect to do so at some future date.
At present, we do not have adequate capital to conduct any significant
operations. Management intends to actively seek business opportunities during
the next twelve months. Management believes that any business venture in
which we may become involved will be made by issuing shares of our authorized
but unissued common stock. Such issuance of shares will be effected in
accordance with the exemptions available under federal and state securities
laws. It is anticipated that our liquidity, capital resources and financial
statements will be significantly different subsequent to the consummation of
any such transaction.
Year 2000 Compliance
We have completed a review of our computer systems and operations to
determine the extent to which our business will be vulnerable to potential
errors and failures as a result of the "Year 2000" problem. Year 2000 errors
could result in system failures or miscalculations, causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, provide services or engage in similar activities.
In a worse case scenario these failures, miscalculations and disruptions could
temporarily shut down or impede our operations, if any.
We have concluded, based on our review of our computer systems, that our
significant computer programs and operations will not be materially affected
by the Year 2000 problem. However, there can be no assurance that the systems
of other companies with which we may do business will be in compliance and
this may have a material adverse effect on our operations, if any.
PART II: OTHER INFORMATION
ITEM 2: CHANGES IN SECURITIES
The following discussion describes all securities sold by us within the
past fiscal quarter without registration:
In a private transaction on July 6, 1999, our Board of Directors
authorized the issuance of an aggregate of 100,000 common shares valued at
$10,000 to Messrs. Mayer and Clayton for their services as directors and
officers.
In connection with this transaction, we believe that each acquirer (i)
was aware that the securities had not been registered under federal securities
laws, (ii) acquired the securities for his own account for investment purposes
and not with a view to or for resale in connection with any distribution for
purpose of the federal securities laws (iii) understood that the securities
would need to be indefinitely held unless registered or an exemption from
registration applied to a proposed disposition and (iv) was aware that the
certificate representing the securities would bear a legend restricting their
transfer. We believe that, in light of the foregoing, the sale of our
securities to the respective acquirers did not constitute the sale of an
unregistered security in violation of the federal securities laws and
regulations by reason of the exemptions provided under Sections 3(b) and 4(2)
of the Securities Act, and the rules and regulations promulgated thereunder.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Pursuant to a written consent in lieu of a special meeting of the
shareholders, dated October 26, 1999, 15,010,500 common shares approved the
Certificate of Amendment to the Articles of Incorporation for the name change
to Millennium Plastics Corporation.
ITEM 5: OTHER INFORMATION
On August 30, 1999 we filed a Form 10-SB registration statement pursuant
to the requirements of the Securities and Exchange Act of 1934, as amended.
Such registration statement became effective on October 30, 1999. We are now
required to file annual, quarterly and other reports with the Securities and
Exchange Commission. We also are subject to the proxy rules and required to
provide an annual report with audited financial statements to our
shareholders.
On October 25, 1999, Aurora Corporation, formerly Echo Services, Inc.,
changed its name to Millennium Plastics Corporation. On November 8, 1999 the
trading symbol for our common stock on the OTC NASDAQ Bulletin Board was
changed from "AROR" to "MPCO".
Item 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Part I Exhibits.
Exhibit Number Description
27 Financial Data Schedule
Part II Exhibits
3.1 Amendment to Articles of Incorporation, dated October 25, 1999.
3.2 Amended and Restated Bylaws of Millennium Plastics Corporation.
(b) Reports on Form 8-K. None.
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 thereunto duly authorized.
MILLENNIUM PLASTICS CORPORATION
(Registrant)
Date: November 11, 1999 By:/s/ Donald Mayer
----------------
Donald Mayer
President
By: /s/ Mark S. Clayton
-------------------
Mark S. Clayton
Secretary/Treasurer
<Stamp of the Secretary of State for
the State of Nevada appears here.>
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ECHO SERVICES, INC.
We the undersigned as President and Secretary of Echo Services, Inc. do
hereby certify:
That the Board of Directors of said Corporation at a meeting duly
convened and held on the 13th day of October, 1999 adopted a Resolution to
amend the original Articles as follows:
Delete Article I in its entirety and substitute in its place the
following:
Article One. The name of the Corporation is: Millennium Plastics
Corporation.
Said amendment has been consented to and approved by the owners of
majority of the duly issued and outstanding shares of common stock which
represent a majority of the sole class of common stock outstanding and
entitled to vote thereon. The change is effective immediately upon the filing
of this Certificate.
/s/ Donald R. Mayer
- -------------------
Donald R. Mayer, President
/s/ Mark S. Clayton
- -------------------
Mark S. Clayton, Secretary/Treasurer
STATE OF UTAH )
:ss.
COUNTY OF SALT LAKE )
On this 27th day of October, 1999, personally appeared before me Donald R.
Mayer and Mark S. Clayton, personally known to me or provided to me on the
basis of satisfactory evidence to be the persons whose names are signed on the
preceeding document, and acknowledged to me that they signed it voluntarily
for its stated purpose.
/s/ Anita Patterson
- -------------------
Notary Public
<Anita Patterson, Notary Public stamp appears here.>
AMENDED AND RESTATED BYLAWS
OF
MILLENNIUM PLASTICS CORPORATION
ARTICLE 1. OFFICES
1.1 Business Office. The principal office of the corporation shall be
located at any place either within or outside the State of Nevada as
designated in the corporation's most recent document on file with the Nevada
Secretary of State, Division of Corporations. The corporation may have such
other offices, either within or without the State of Nevada as the board of
directors may designate or as the business of the corporation may require from
time to time.
1.2 Registered Office. The registered office of the corporation shall be
located within the State of Nevada and may be, but need not be, identical with
the principal office. The address of the registered office may be changed
from time to time.
ARTICLE 2. SHAREHOLDERS
2.1 Annual Shareholder Meeting. The annual meeting of the shareholders shall
be held on the 15th day of March in each year, beginning with the year 2000 at
the hour of 2:00 p.m., or at such other time on such other day within such
month as shall be fixed by the board of directors, for the purpose of electing
directors and for the transaction of such other business as may come before
the meeting. If the day fixed for the annual meeting shall be a legal holiday
in the State of Nevada, such meeting shall be held on the next succeeding
business day.
2.2 Special Shareholder Meeting. Special meetings of the shareholders, for
any purpose or purposes described in the meeting notice, may be called 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-fourth of all outstanding
votes of the corporation entitled to be cast on any issue at the meeting.
2.3 Place of Shareholder Meeting. The board of directors may designate any
place, either within or without the State of Nevada, as the place of meeting
for any annual or any special meeting of the shareholders, unless by written
consent, which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different place,
either within or without the State of Nevada, as the place for the holding of
such meeting. If no designation is made by either the directors or unanimous
action of the voting shareholders, the place of meeting shall be at 525 South
300 East, Salt Lake City, Utah 84111.
2.4 Notice of Shareholder Meeting. Written notice stating the date, time,
and place of any annual or special shareholder meeting shall be delivered not
less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the board of
directors, or other persons calling the meeting, to each shareholder of record
entitled to vote at such meeting and to any other shareholder entitled by the
Nevada Revised Statutes (the "Statutes") or the articles of incorporation to
receive notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) 3 days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.
If any shareholder meeting is adjourned to a different date, time or place,
notice need not be given of the new date, time and place, if the new date,
time and place is announced at the meeting before adjournment. But if the
adjournment is for more than 30 days or if a new record date for the adjourned
meeting is or must be fixed, then notice must be given pursuant to the
requirements of the previous paragraph, to those persons who are shareholders
as of the new record date.
2.5 Waiver of Notice. A shareholder may waive any notice required by the
Statutes, the articles of incorporation, or these bylaws, by a writing signed
by the shareholder entitled to the notice, which is delivered to the
corporation (either before or after the date and time stated in the notice)
for inclusion in the minutes or filing with the corporate records.
A shareholder's attendance at a meeting:
(a) waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting because of lack of notice or
effective notice; and
(b) waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it is presented.
2.6 Fixing of Record Date. For the purpose of determining shareholders of
any voting group entitled to notice of or to vote at any meeting of
shareholders, or shareholders entitled to receive payment of any distribution,
or in order to make a determination of shareholders for any other proper
purpose, the board of directors may fix in advance a date as the record date.
Such record date shall not be more than 70 days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. If no record date is so fixed by the board for the determination of
shareholders entitled to notice of, or to vote at a meeting of shareholders,
the record date for determination of such shareholders shall be at the close
of business on the day the first notice is delivered to shareholders. If no
record date is fixed by the board for the determination of shareholders
entitled to receive a distribution, the record date shall be the date the
board authorizes the distribution. With respect to actions taken in writing
without a meeting, the record date shall be the date the first shareholder
signs the consent.
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 unless the board of directors fixes a
new record date which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
2.7 Shareholder List. After fixing a record date for a shareholder meeting,
the corporation shall prepare a list of the names of its shareholders entitled
to be given notice of the meeting. The shareholder list must be available for
inspection by any shareholder, beginning on the earlier of 10 days before the
meeting for which the list was prepared or 2 business days after notice of the
meeting is given for which the list was prepared and continuing through the
meeting, and any adjournment thereof. The list shall be available at the
corporation's principal office or at a place identified in the meeting notice
in the city where the meeting is to be held.
2.8 Shareholder Quorum and Voting Requirements.
2.8.1 Quorum. Except as otherwise required by the Statutes or the articles
of incorporation, a majority of the outstanding shares of the corporation,
represented by person or by proxy, shall constitute a quorum at each meeting
of the shareholders. If a quorum exists, action on a matter, other than the
election of directors, is approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the articles of
incorporation or the Statutes require a greater number of affirmative votes.
2.8.2 Voting of Shares. Unless otherwise provided in the articles of
incorporation or these bylaws, each outstanding share, regardless of class, is
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.
2.9 Quorum and Voting requirements of Voting Groups. If the articles of
incorporation or the Statutes provide for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.
Once a share is represented for any purpose at a meeting, it is deemed present
for quorum purposes for the remainder of the meeting and for any adjournment
of that meeting unless a new record date is or must be set for that adjourned
meeting.
Shares entitled to vote as a separate voting group may take action on a matter
at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation or the Statutes provide
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.
If the articles of incorporation or the Statutes provide for voting by two or
more voting groups on a matter, action on that matter is taken only when voted
upon by each of those voting groups counted separately. Action may be taken
by one voting group on a matter even though no action is taken by another
voting group entitled to vote on the matter.
If a quorum exists, action on a matter, other than the election of directors,
by a voting group is approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Statutes require a greater number of
affirmative votes.
2.10 Greater Quorum or Voting Requirements. The articles of incorporation
may provide for a greater quorum or voting requirement for shareholders, or
voting groups of shareholders, than is provided for by these bylaws. An
amendment to the articles of incorporation that adds, changes, or deletes a
greater quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required
to take action under the quorum and voting requirement then in effect or
proposed to be adopted, whichever is greater.
2.11 Proxies. At all meetings of shareholders, a shareholder may vote in
person or by proxy which is executed in writing by the shareholder or which is
executed by his duly authorized attorney-in-fact. Such proxy shall be filed
with the Secretary of the corporation or other person authorized to tabulate
votes before or at the time of the meeting. No proxy shall be valid after 11
months from the date of its execution unless otherwise provided in the proxy.
All proxies are revocable unless they meet specific requirements of
irrevocability set forth in the Statutes. The death or incapacity of a voter
does not invalidate a proxy unless the corporation is put on notice. A
transferee for value who receives shares subject to an irrevocable proxy, can
revoke the proxy if he had no notice of the proxy.
2.12 Corporation's Acceptance of Votes.
2.12.1 If the name signed on a vote, consent, waiver, proxy appointment, or
proxy appointment revocation corresponds to the name of a shareholder, the
corporation, if acting in good faith, is entitled to accept the vote, consent,
waiver, proxy appointment, or proxy appointment revocation and give it effect
as the act of the shareholder.
2.12.2 If the name signed on a vote, consent, waiver, proxy appointment, or
proxy appointment revocation does not correspond to the name of a shareholder,
the corporation, if acting in good faith, is nevertheless entitled to accept
the vote, consent, waiver, proxy appointment, or proxy appointment revocation
and give it effect as the act of the shareholder if:
(a) the shareholder is an entity as defined in the Statutes and the name
signed purports to be that of an officer or agent of the entity;
(b) the name signed purports to be that of an administrator, executor,
guardian, or conservatorrepresenting the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, proxy appointment or
proxy appointment revocation;
(c) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests, evidence of
this status acceptable to the corporation has been presented with respect to
the vote, consent, waiver, proxy appointment, or proxy appointment revocation;
or
(d) the name signed purports to be that of a pledgee, beneficial owner, or
attorney-in-fact of the shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to sign for the
shareholder has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation; or
(e) two or more persons are the shareholder as co-tenants or fiduciaries and
the name signed purports to be the name of at least one of the co-owners and
the person signing appears to be acting on behalf of all co-tenants or
fiduciaries.
2.12.3 If shares are registered in the names of two or more persons, whether
fiduciaries, members of a partnership, co-tenants, husband and wife as
community property, voting trustees, persons entitled to vote under a
shareholder voting agreement or otherwise, or if two or more persons
(including proxy holders) have the same fiduciary relationship respecting the
same shares, unless the secretary of the corporation or other officer or agent
entitled to tabulate votes is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with respect to voting
shall have the following effect:
(a) if only one votes, such act binds all;
(b) if more than one votes, the act of the majority so voting bind all;
(c) if more than one votes, but the vote is evenly split on any particular
matter, each fraction may vote the securities in question proportionately.
If the instrument so filed or the registration of the shares shows that any
tenancy is held in unequal interests, a majority or even split for the purpose
of this Section shall be a majority or even split in interest.
2.12.4 The corporation is entitled to reject a vote, consent, waiver, proxy
appointment or proxy appointment revocation if the secretary or other officer
or agent authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.
2.12.5 The corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, proxy appointment or proxy appointment revocation in
good faith and in accordance with the standards of this Section are not liable
in damages to the shareholder for the consequences of the acceptance or
rejection.
2.12.6 Corporate action based on the acceptance or rejection of a vote,
consent, waiver, proxy appointment or proxy appointment revocation under this
Section is valid unless a court of competent jurisdiction determines
otherwise.
2.13 Action by Shareholders Without a Meeting.
2.13.1 Written Consent. Any action required or permitted to be taken at a
meeting of the 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 such
action at a meeting at which all shareholders entitled to vote with respect to
the subject matter thereof were present and voted. Action taken under this
Section has the same effect as action taken at a duly called and convened
meeting of shareholders and may be described as such in any document.
2.13.2 Post-Consent Notice. Unless the written consents of all shareholders
entitled to vote have been obtained, notice of any shareholder approval
without a meeting shall be given at least ten days before the consummation of
the action authorized by such approval to (i) those shareholders entitled to
vote who did not consent in writing, and (ii) those shareholders not entitled
to vote. Any such notice must be accompanied by the same material that is
required under the Statutes to be sent in a notice of meeting at which the
proposed action would have been submitted to the shareholders for action.
2.13.3 Effective Date and Revocation of Consents. No action taken pursuant
to this Section shall be effective unless all written consents necessary to
support the action are received by the corporation within a sixty-day period
and not revoked. Such action is effective as of the date the last written
consent is received necessary to effect the action, unless all of the written
consents specify an earlier or later date as the effective date of the action.
Any shareholder giving a written consent pursuant to this Section may revoke
the consent by a signed writing describing the action and stating that the
consent is revoked, provided that such writing is received by the corporation
prior to the effective date of the action.
2.13.4 Unanimous Consent for Election of Directors. Notwithstanding
subsection (a), directors may not be elected by written consent unless such
consent is unanimous by all shares entitled to vote for the election of
directors.
2.14 Voting for Directors. Unless otherwise provided in the articles of
incorporation, every shareholder entitled to vote for the election of
directors has the right to cast, in person or by proxy, all of the votes to
which the shareholder's shares are entitled for as many persons as there are
directors to be elected and for whom election such shareholder has the right
to vote. Directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers. Unless the articles of incorporation have dispensed with
or limited the authority of the board of directors by describing who will
perform some or all of the duties of a board of directors, all corporate
powers shall be exercised by or under the authority, and the business and
affairs of the corporation shall be managed under the direction, of the board
of directors.
3.2 Number, Tenure and Qualification of Directions. The authorized number of
directors shall be two (2); provided, however, that if the corporation has
less than two shareholders entitled to vote for the election of directors, the
board of directors may consist of a number of individuals equal to or greater
than the number of those shareholders. The current number of directors shall
be within the limit specified above, as determined (or as amended form time to
time) by a resolution adopted by either the shareholders or the directors.
Each director shall hold office until the next annual meeting of shareholders
or until the director's earlier death, resignation, or removal. However, if
his term expires, he shall continue to serve until his successor shall have
been elected and qualified, or until there is a decrease in the number of
directors. Directors do not need to be residents of Nevada or shareholders of
the corporation.
3.3 Regular Meetings of the Board of Directors. 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, for the purpose of appointing officers and transacting such
other business as may come before the meeting. The board of directors may
provide, by resolution, the time and place for the holding of additional
regular meetings without other notice than such resolution.
3.4 Special Meetings of the Board of Directors. Special meetings of the
board of directors may be called by or at the request of the president or any
director. The person authorized to call special meetings of the board of
directors may fix any place as the place for holding any special meeting of
the board of directors.
3.5 Notice of, and Waiver of Notice for, Special Director Meeting. Unless
the articles of incorporation provide for a longer or shorter period, notice
of the date, time, and place of any special director meeting shall be given at
least two days previously thereto either orally or in writing. Any director
may waive notice of any meeting. Except as provided in the next sentence, the
waiver must be in writing and signed by the director entitled to the notice.
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 and at the beginning
of the meeting (or promptly upon his arrival) objects to holding the meeting
or transacting business at the meeting, and does not thereafter vote for or
assent to action taken at the meeting. Unless required by the articles of
incorporation, neither the business to be transacted at, nor the purpose of,
any special meeting of the board of directors need be specified in the notice
or waiver of notice of such meeting.
3.6 Director Quorum and Voting.
3.6.1 Quorum. A majority of the number of directors prescribed by resolution
shall constitute a quorum for the transaction of business at any meeting of
the board of directors unless the articles of incorporation require a greater
percentage.
Unless the articles of incorporation provide otherwise, any or all directors
may participate in a regular or special meeting by, or conduct the meeting
through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present in
person at the meeting.
A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed
to have assented to the action taken unless: (1) the director objects at the
beginning of the meeting (or promptly upon his arrival) to holding or
transacting business at the meeting and does not thereafter vote for or assent
to any action taken at the meeting; and (2) the director contemporaneously
requests his dissent or abstention as to any specific action be entered in the
minutes of the meeting; or (3) the director causes written notice of his
dissent or abstention as to any specific action be received by the presiding
officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting. The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.
3.7 Director Action Without a Meeting. Any action required or permitted to
be taken by the board of directors at a meeting may be taken without a meeting
if all the directors consent to such action in writing. Action taken by
consent is effective when the last director signs the consent, unless, prior
to such time, any director has revoked a consent by a signed writing received
by the corporation, or unless the consent specifies a different effective
date. A signed consent has the effect of a meeting vote and may be described
as such in any document.
3.8 Resignation of Directors. A director may resign at any time by giving a
written notice of resignation to the corporation. Such resignation is
effective when the notice is received by the corporation, unless the notice
specifies a later effective date.
3.9 Removal of Directors. The shareholders may remove one or more directors
at a meeting called for that purpose if notice has been given that a purpose
of the meeting is such removal. The removal may be with or without cause
unless the articles of incorporation provide that directors may only be
removed with cause. If a director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in
the vote to remove him. A director may be removed only if the number of votes
cast to remove him exceeds the number of votes cast not to remove him.
3.10 Board of Director Vacancies. Unless the articles of incorporation
provide otherwise, if a vacancy occurs on the board of directors, including a
vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders
fail or are unable to fill such vacancies then and until the shareholders act:
(a) the board of directors may fill the vacancy; or
(b) if the board of directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.
If the vacant office was held by a director elected by a voting group of
shareholders:
(a) if there are one or more directors elected by the same voting group, only
such directors are entitled to vote to fill the vacancy if it is filled by the
directors; and
(b) only the holders of shares of that voting group are entitled to vote to
fill the vacancy if it is filled by the shareholders.
A vacancy that will occur at a specific later date (by reason of a resignation
effective at a later date) may be filled before the vacancy occurs but the new
director may not take office until the vacancy occurs.
3.11 Director Compensation. By resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of
the board of directors and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
3.12 Director Committees.
3.12.1 Creation of Committees. Unless the article sof incorporation provide
otherwise, the board of directors may create one or more committees and
appoint members of the board of directors to serve on them. Each committee
must have one or more members, who shall serve at the pleasure of the board of
directors.
3.12.2 Selection of Members. The creation of a committee and appointment of
members to it must be approved by the greater of (1) a majority of all the
directors in office when the action is taken or (2) the number of directors
required by the articles of incorporation to take such action.
3.12.3 Required Procedures. Those Sections of this Article 3 which govern
meetings, actions without meetings, notice and waiver of notice, quorum and
voting requirements of the board of directors, apply to committees and their
members.
3.12.4 Authority. Unless limited by the articles of incorporation, each
committee may exercise those aspects of the authority of the board of
directors which the board of directors confers upon such committee in the
resolution creating the committee. Provided, however, a committee may not:
(a) authorize distributions;
(b) approve or propose to shareholders action that the Statutes require be
approved by shareholders;
(c) fill vacancies on the board of directors or on any of its committees;
(d) amend the articles of incorporation pursuant to the authority of
directors to do so;
(e) adopt, amend or repeal bylaws;
(f) approve a plan of merger not requiring shareholder approval;
(g) authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the board of directors; or
(h) authorize or approve the issuance or sale or contract for sale of shares
or determine the designation and relative rights, preference,s and limitations
of a class or series of shares, except that the board of directors may
authorize a committee (or an officer) to do so within limits specifically
prescribed by the board of directors.
ARTICLE 4. OFFICERS
4.1 Number of Officers. The officers of the corporation shall be a
president, a secretary and a treasurer, each of whom shall be appointed by the
board of directors. Such other officers and assistant officers as may be
deemed necessary, including any vice presidents, may also be appointed by the
board of directors. If specifically authorized by the board of directors, an
officer may appoint one or more officers or assistant officers. The same
individual may simultaneously hold more than one office in the corporation.
4.2 Appointment and Term of Office. The officers of the corporation shall be
appointed by the board of directors for a term as determined by the board of
directors. If no term is specified, they shall hold office until the first
meeting of the directors held after the next annual meeting of shareholders.
If the appointment of officers shall not be made at such meeting, such
appointment shall be made as soon thereafter as is convenient. Each officer
shall hold office until his successor shall have been duly appointed and shall
have qualified until his death, or until he shall resign or is removed.
The designation of a specified term does not grant to the officer any contract
rights, and the board may remove the officer at any time prior to the
termination of such term.
4.3 Removal of Officers. Any officer or agent may be removed by the board of
directors at any time, with or without cause. Such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.
4.4 Resignation of Officers. Any officer may resign at any time, subject to
any rights or obligations under any existing contracts between the officers
and the corporation, by giving notice to the president or board of directors.
An officer's resignation shall take effect at the time specified therein, and
the acceptance of such resignation shall not be necessary to make it
effective.
4.5 President. Unless the board of directors has designated the chairman of
the board as chief executive officer, the president shall be the chief
executive officer of the corporation and, subject to the control of the board
of directors, shall in general supervise and control all of the business and
affairs of the corporation. Unless there is a chairman of the board, the
president shall, when present, preside at all meetings of the shareholders and
of the board of directors. The president may sign, with the secretary or any
other proper officer of the corporation thereunder authorized by the board of
directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board f 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.
4.6 Vice Presidents. If appointed, in the absence of the president or in the
event of his 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
designate at the time of their election, or in the absence of any designation,
then in the order of their appointment) 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.
4.7 Secretary. The secretary shall: (a) keep the minutes of the proceedings
of the shareholders, the board of directors, and any committees of the board
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; (d) when requested or
required, authenticate any records of the corporation; (e) keep a register of
the post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (f) 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; (g) have
general charge of the stock transfer books of the corporation; and (h) in
general perform all duties incident to the office of secretary and such other
duties as from time to time may be assigned by the president or by the board
of directors. Assistant secretaries, if any, shall have the same duties and
powers, subject to the supervision of the secretary.
4.8 Treasurer. The treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive and
give receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
bank, trust companies, or other depositaries as shall be selected by the board
of directors; 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
by the president or by the board of directors. 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. Assistant treasurers, if any, shall have the same
powers and duties, subject to the supervision of the treasurer.
4.9 Salaries. The salaries of the officers shall be fixed from time to time
by the board of directors.
ARTICLE 5. INDEMNIFICATION OF DIRECTORS,
OFFICERS, AGENTS, AND EMPLOYEES
5.1 Indemnification of Directors. Unless otherwise provided in the articles
of incorporation, the corporation shall indemnify any individual made a party
to a proceeding because the individual is or was a director of the
corporation, against liability incurred in the proceeding, but only if such
indemnification is both (i) determined permissible and (ii) authorized, as
such are defined in subsection (a) of this Section 5.1.
5.1.1 Determination of Authorization. The corporation shall not indemnify a
director under this Section unless:
(a) a determination has been made in accordance with the procedures set forth
in the Statutes that the director met the standard of conduct set forth in
subsection (b) below, and
(b) payment has been authorized in accordance with the procedures set forth
in the Statutes based on a conclusion that the expenses are reasonable, the
corporation has the financial ability to make the payment, and the financial
resources of the corporation should be devoted to this use rather than some
other use by the corporation.
5.1.2 Standard of Conduct. The individual shall demonstrate that:
(a) he or she conducted himself in good faith; and
(b) he or she reasonably believed:
(i) in the case of conduct in his official capacity with the corporation,
that his conduct was in its best interests;
(ii) in all other cases, that his conduct was at least not opposed to its
best interests; and
(iii) in the case of any criminal proceeding, he or she had no reasonable
cause to believe his conduct was unlawful.
5.1.3 Indemnification in Derivative Actions Limited. Indemnification
permitted under this Section in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
5.1.4 Limitation on Indemnification. The corporation shall not indemnify a
director under this Section of Article 5:
(a) in connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or
(b) in connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in his or her
official capacity, in which he or she was adjudged liable on the basis that
personal benefit was improperly received by the director.
5.2 Advance of Expenses for Directors. If a determination is made following
the procedures of the Statutes, that the director has met the following
requirements, and if an authorization of payment is made following the
procedures and standards set forth in the Statutes, then unless otherwise
provided in the articles of incorporation, the corporation shall pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding, if:
(a) the director furnishes the corporation a written affirmation of his good
faith belief that he has met the standard of conduct described in this
section;
(b) the director furnishes the corporation a written undertaking, executed
personally or on his behalf, to repay the advance if it is ultimately
determined that he did not meet the standard of conduct;
(c) a determination is made that the facts then known to those making the
determination would not preclude indemnification under this Section or the
Statutes.
5.3 Indemnification of Officers, Agents and Employees Who Are Not Directors.
Unless otherwise provided in the articles of incorporation, the board of
directors may indemnify and advance expenses to any officer, employee, or
agent of the corporation, who is not a director of the corporation, to the
same extent as to a director, or to any greater extent consistent with public
policy, as determined by the general or specific actions of the board of
directors.
5.4 Insurance. By action of the board of directors, notwithstanding any
interest of the directors in such action, the corporation may purchase and
maintain insurance on behalf of a person who is or was a director, officer,
employee, fiduciary or agent of the corporation, against any liability
asserted against or incurred by such person in that capacity or arising from
such person's status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have the power to indemnify such person
under the applicable provisions of the Statutes.
ARTICLE 6. STOCK
6.1 Issuance of Shares. The issuance or sale by the corporation of any
shares of its authorized capital stock of any class, including treasury
shares, shall be made only upon authorization by the board of directors,
unless otherwise provided by statute. The board of directors may authorize
the issuance of shares for consideration consisting of any tangible or
intangible property or benefit to the corporation, including cash, promissory
notes, services performed, contracts or arrangements for services to be
performed, or other securities of the corporation. Shares shall be issued for
such consideration expressed in dollars as shall be fixed from time to time by
the board of directors.
6.2 Certificates for Shares.
6.2.1 Content. Certificates representing shares of the corporation shall at
minimum, state on their face the name of the issuing corporation and that it
is formed under the laws of the State of Nevada; the name of the person to
whom issued; and the number and class of shares and the designation of the
series, if any, the certificate represents; and be in such form as determined
by the board of directors. Such certificates shall be signed (either manually
or by facsimile) by the president or a vice president and by the secretary or
an assistant secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered or
otherwise identified.
6.2.2 Legend as to Class or Series. If the corporation is authorized to
issue different classes of shares or different series within a class, the
designations, relative rights, preferences and limitations applicable to each
class and the variations in rights, preferences and limitations determined for
each series (and the authority of the board of directors to determine
variations for future series) must be summarized on the front or back of each
certificate. Alternatively, each certificate may state conspicuously on its
front or back that the corporation will furnish the shareholder this
information on request in writing and without charge.
6.2.3 Shareholder List. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the corporation.
6.2.4 Transferring Shares. All certificates surrendered to the corporation
for transfer shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have been surrendered
and canceled, except that in cash of a lost, destroyed, or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.
6.3 Shares Without Certificates.
6.3.1 Issuing Shares Without Certificates. Unless the articles of
incorporation provide otherwise, the board of directors may authorize the
issue of some or all the shares of any or all of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until they are surrendered to the corporation.
6.3.2 Information Statement Required. Within a reasonable time after the
issue or transfer of shares without certificates, the corporation shall send
the shareholder a written statement containing, at a minimum, the information
required by the Statutes.
6.4 Registration of the Transfer of Shares. Registration of the transfer of
shares of the corporation shall be made only on the stock transfer books of
the corporation. In order to register a transfer, the record owner shall
surrender the shares to the corporation for cancellation, properly endorsed by
the appropriate person or persons with reasonable assurances that the
endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a
nominee is to be recognized by the corporation as the owner, the person in
whose name shares stand in the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
6.5 Restrictions on Transfer or Registration of Shares. The board of
directors or shareholders may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into,
or carrying a right to subscribe for or acquire shares). A restriction does
not affect shares issued before the restriction was adopted unless the holders
of the shares are parties to the restriction agreement or voted in favor of or
otherwise consented to the restriction.
A restriction on the transfer or registration of transfer of shares may
be authorized:
(a) to maintain the corporation's status when it is dependent on the number
or identity of its shareholders;
(b) to preserve entitlements, benefits or exemptions under federal or local
laws; and
(c) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares may:
(a) obligate the shareholder first to offer the corporation or other persons
(separately, consecutively or simultaneously) an opportunity to acquire the
restricted shares;
(b) obligate the corporation or other persons (separately, consecutively or
simultaneously) to acquire the restricted shares;
(c) require as a condition to such transfer or registration, that any one or
more persons, including the holders of any of its shares, approve the transfer
or registration if the requirement is not manifestly unreasonable; or
(d) prohibit the transfer or the registration of transfer of the restricted
shares to designated persons or classes of persons, if the prohibition is not
manifestly unreasonable.
A restriction on the transfer or registration of transfer of shares is valid
and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this Section and its existence is noted
conspicuously on the front or back of the certificate or is contained in the
information statement required by this Article 6 with regard to shares issued
without certificates. Unless so noted, a restriction is not enforceable
against a person without knowledge of the restriction.
6.6 Corporation's Acquisition of Shares. The corporation may acquire its own
shares and the shares so acquired constitute authorized but unissued shares.
If the articles of incorporation prohibit the reissue of acquired shares, the
number of authorized shares is reduced by the number of shares acquired,
effective upon amendment of the articles of incorporation, which amendment may
be adopted by the shareholders or the board of directors without shareholder
action. The articles of amendment must be delivered to the Secretary of State
and must set forth:
(a) the name of the corporation;
(b) the reduction in the number of authorized shares, itemized by class and
series;
(c) the total number of authorized shares, itemized by class and series,
remaining after reduction of the shares; and
(d) a statement that the amendment was adopted by the board of directors
without shareholder action and that shareholder action was not required.
ARTICLE 7. DISTRIBUTIONS
7.1 Distributions to Shareholders. The board of directors may authorize, and
the corporation may make, distributions to the shareholders of the corporation
subject to any restrictions in the corporation's articles of incorporation and
in the Statutes.
7.2 Unclaimed Distributions. If the corporation has mailed three successive
distributions to a shareholder at the shareholder's address as shown on the
corporation's current record of shareholders and the distributions have been
returned as undeliverable, no further attempt to deliver distributions to the
shareholder need be made until another address for the shareholder is made
known to the corporation, at which time all distributions accumulated by
reason of this Section, except as otherwise provided by law, be mailed to the
shareholder at such other address.
ARTICLE 8. MISCELLANEOUS
8.1 Inspection of Records by Shareholders and Directors. A shareholder or
director of a corporation is entitled to inspect and copy, during regular
business hours at the corporation's principal office, any of the records of
the corporation required to be maintained by the corporation under the
Statutes, if such person gives the corporation written notice of the demand at
least five business days before the date on which such a person wishes to
inspect and copy. The scope of such inspection right shall be as provided
under the Statutes.
8.2 Corporate Seal. The board of directors may provide a corporate seal
which may be circular in form and have inscribed thereon any designation
including the name of the corporation, the state of incorporation, and the
words "Corporate Seal."
8.3 Amendments. The corporation's board of directors may amend or repeal the
corporation's bylaws at any time unless:
(a) the articles of incorporation or the Statutes reserve this power
exclusively to the shareholders in whole or part; or
(b) the shareholders in adopting, amending, or repealing a particular bylaw
provide expressly that the board of directors may not amend or repeal that
bylaw; or
(c) the bylaw either establishes, amends, or deletes, a greater shareholder
quorum or voting requirement.
Any amendment which changes the voting or quorum requirement for the board
must meet the same quorum requirement and be adopted by the same vote and
voting groups required to take action under the quorum and voting requirements
then in effect or proposed to be adopted, whichever are greater.
8.4 Fiscal Year. The fiscal year of the corporation shall be established by
the board of directors.
DATED this 27th day of October, 1999.
/s/ Mark Clayton
- ----------------
Secretary
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