FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST AMERICAN RAILWAYS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 87-0443800
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(STATE OF INCORPORATION OR ORGANIZATION) I.R.S. EMPLOYER I.D. NO.)
1360 SOUTH OCEAN BLVD., SUITE 1905
POMPANO BEACH, FLORIDA 33062
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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
NONE
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IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES
AND IS EFFECTIVE UPON FILING PURSUANT TO GENERAL INSTRUCTION A.(C)(1), PLEASE
CHECK THE FOLLOWING BOX. [ ]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF DEBT SECURITIES
AND IS TO BECOME EFFECTIVE SIMULTANEOUSLY WITH THE EFFECTIVENESS OF A CONCURRENT
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PURSUANT TO GENERAL
INSTRUCTION A.(C)(2), PLEASE CHECK THE FOLLOWING BOX. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.001 PAR VALUE
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
COMMON STOCK
The Registrant's authorized common stock, $.001 par value (the "Common
Stock") consists of 100,000,000 shares of Common Stock, $.001 par value. Each
holder of an outstanding share of the Common Stock is entitled to one vote per
share on all matters on which shareholders are entitled to vote, and the holders
of the Common Stock do not have preemptive rights to purchase additional shares
of Common Stock or other subscription rights. To vary the rights of the Common
Stock, the approval of holders of a majority of the outstanding shares of the
Common Stock is required. The Common Stock carries no conversion rights and is
not subject to redemption or to any sinking fund provisions. All shares of the
Common Stock are entitled to share equally in dividends from sources legally
available therefor when, as and if declared by the Board of Directors and, upon
liquidation or dissolution of the Registrant whether voluntary or involuntary,
to share equally in the assets of the Registrant available for distribution to
shareholders. All outstanding shares of the Common Stock are nonassessable.
ITEM 2. EXHIBITS.
3.1 Articles of Incorporation, as amended.
3.2 Plan and Articles of Merger, as filed with the Secretaries of
the States of Florida and Nevada on April 26, 1996 is
incorporated herein by reference to Exhibit 2.2 of the
Registrant's Current Report on Form 8-K reporting an event
dated April 26, 1996.
3.3 By-Laws.
4.1 Specimen Stock Certificate.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
FIRST AMERICAN RAILWAYS, INC.
(F/K/A ASIA-AMERICA CORPORATION)
DATE: MAY 16, 1996 BY: /S/ ALLEN C. HARPER
---------------------
ALLEN C. HARPER, CHAIRMAN OF THE
BOARD OF DIRECTORS
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
3.1 ARTICLES OF INCORPORATION, AS AMENDED.
3.2 PLAN AND ARTICLES OF MERGER, AS FILED WITH THE SECRETARIES OF
THE STATES OF FLORIDA AND NEVADA ON APRIL 26, 1996 IS
INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 2.2 OF THE
REGISTRANT'S CURRENT REPORT ON FORM 8-K REPORTING AN EVENT
DATED APRIL 26, 1996.
3.3 BY-LAWS.
4.1 SPECIMEN STOCK CERTIFICATE.
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV -2 1988
FRANKIE SUE DEL PAPA SECRETARY OF STATE
No. 1814-87
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
BARONA ENTERPRISES, INC.
Pursuant to the applicable provisions of the Nevada Business Corporations
Act, the undersigned Corporation adopts the following Articles of Amendment to
its Articles of Incorporation by stating the following:
FIRST: The present name of the corporation is Barona Enterprises, Inc.
SECOND: The following amendments to its Articles of Incorporation were
adopted by the shareholders of the corporation on October 25, 1988 in the manner
prescribed by Nevada law.
1. Article I is amended as follows:
ARTICLE I - CORPORATE NAME
The name of the corporation (hereinafter called the Corporation) is
Asia-America Corporation.
THIRD: The number of shares of the Corporation outstanding and entitled to
vote at the time of the adoption of said amendment was 17,025,000 shares.
FOURTH: The number of shares voted for such amendments was 11,917,410 and
the number voted against such amendments was -0-.
DATED this 25th day of October, 1988.
Attest: BARONA ENTERPRISES, INC.
/s/ [ILLEGIBLE] /s/ [ILLEGIBLE]
-------------------------- By: ---------------------------
Secretary President
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VERIFICATION
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
The undersigned being first duly sworn, deposes and states: that the
undersigned is the Secretary of Barona Enterprises, Inc. that the undersigned
has read the Articles of Amendment and knows the contents thereof and that the
same contains a truthful statement of the amendment duly adopted by the
stockholders of the Corporation.
/s/ [ILLEGIBLE]
--------------------------
Secretary
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
Before me the undersigned Notary Public in and for the said County and
State, personally appeared the President and Secretary of Barona Enterprises,
Inc., a Nevada corporation, and signed the foregoing Articles of Amendment as
their own free and voluntary act and deed pursuant to a corporate resolution for
the uses and purposes set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 25th day of
October, 1988.
My Commission Expires: /s/ THOMAS G. KIMBLE
--------------------------
Nov. 1, 1989 NOTARY PUBLIC, residing at
Salt Lake City, Utah
-2-
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAR 16 1987
FRANKIE SUE DEL PAPA SECRETARY OF STATE
No. 1814-87
ARTICLES OF INCORPORATION
OF
BARONA ENTERPRISES, INC.
WE, THE UNDERSIGNED natural persons of the age of twenty-one (21) years or
more, acting as incorporators of a corporation under the Nevada Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.
ARTICLE I - NAME
The name of the Corporation is Barona Enterprises, Inc.
ARTICLE II - DURATION
The duration of the corporation is perpetual.
ARTICLE III - PURPOSES
The purpose or purposes for which this corporation is engaged are:
(a) To engage in the specific business of making investments, including
investment in, purchase and ownership of any and all kinds of property,
assets or business, whether alone or in conjunction with others. Also,
to acquire, develop, explore and otherwise deal in and with all kinds
of real and personal property and all related activites, and for any
and all other lawful purposes.
(b) To acquire by purchase, exchange, gift, bequest, subscription, or
otherwise; and to hold, own, mortgage, pledge, hypothecate, sell,
assign, transfer, exchange, or otherwise dispose of or deal in or with
its own corporate securities or stock or other securities including,
without limitations, any shares of stock, bonds,
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debentures, notes, mortgages, or other obligations, and any
certificates, receipts or other instruments representing rights or
interests therein on any property or assets created or issued by any
person, firm, associate, or corporation, or instrumentalities thereof;
to make payment therefor in any lawful manner or to issue in exchange
therefor its unreserved earned surplus for the purchase of its own
shares, and to exercise as owner or holder of any securities, any and
all rights, powers, and privileges in respect thereof.
(c) To do each and everything necessary, suitable, or proper for the
accomplishment of any of the purposes or the attainment of any one or
more of the subjects herein enumerated, or which may, at any time,
appear conducive to or expedient for the protection or benefit of this
corporation, and to do said acts as fully and to the same extent as
natural persons might, or could do in any part of the world as
principals, agents, partners, trustees, or otherwise, either alone or
in conjunction with any other person, association, or corporation.
(d) The foregoing clauses shall be construed both as purposes and powers
and shall not be held to limit or restrict in any manner the general
powers of the corporation, and the enjoyment and exercise thereof, as
conferred by the laws of the State of Utah; and it is the intention
that the purposes and powers specified in each of the paragraphs
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of this Article III shall be regarded as independent purposes and
powers.
ARTICLE IV - STOCK
The aggregate number of shares which this corporation shall have authority
to issue is 100,000,000 shares of Common Stock having a par value of $.001 per
share. All stock of the corporation shall be of the same class, common, and
shall have the same rights and preferences. Fully-paid stock of this corporation
shall not be liable to any further call or assessment.
ARTICLE V - AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote of
"a majority" of the shares entitled to vote on each such amendment.
ARTICLE VI - SHAREHOLDERS RIGHTS
The authorized and treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall determine. Shareholders shall not have pre-emptive rights to
acquire unissued shares of the stock of this corporation.
ARTICLE VII - CAPITALIZATION
This corporation will not commence business until consideration of a value
of at least $1,000 has been received for the issuance of said shares.
ARTICLE VIII - INITIAL OFFICE AND AGENT
The Corporate Trust Company of Nevada
One East First Street
Reno, NV 89501
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ARTICLE IX - DIRECTORS
The directors are hereby given the authority to do any act on behalf of the
corporation by law and in each instance where the Business Corporation Act
provides that the directors may act in certain instances where the Articles of
Incorporation authorize such action by the directors, the directors are hereby
given authority to act in such instances without specifically numerating such
potential action or instance herein.
The directors are specifically given the authority to mortgage or pledge
any or all assets of the business without stockholders' approval.
The number of directors constituting the initial Board of Directors of this
corporation is three. The names and addresses of persons who are to serve as
Directors until the first annual meeting of stockholders or until their
successors are elected and qualify, are:
NAME ADDRESS
---- -------
Denny W. Nestripke 311 South State, Suite 440
Salt Lake City, UT
Fred Ratliff 311 South State, Suite 440
Salt Lake City, UT
Frank Nabrotzky 311 South State, Suite 440
Salt Lake City, UT
ARTICLE X - INCORPORATORS
The name and address of each incorporator is:
NAME ADDRESS
---- -------
Thomas G. Kimble 311 South State, #440
Salt Lake City, UT 84111
Leon W. Crockett 311 South State, #440
Salt Lake City, UT 84111
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Van L. Butler 311 South State, #440
Salt Lake City, UT 84111
ARTICLE XI
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and any one or
more of its directors or any other corporation, firm, association, or entity in
which one or more of its directors or officers are financially interested, shall
be either void or voidable because of such relationship or interest, or because
such director or directors are present at the meeting of the Board of Directors,
or a committee thereof, which authorizes, approves, or ratifies such contract or
transaction, or because his or their votes are counted for such purpose if: (a)
the fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies the contract or
transaction by vote or consent sufficient for the purpose without counting the
votes or consents of such interested director; or (b) the fact of such
relationship or interest is disclosed or known to the stockholders entitled to
vote and they authorize, approve, or ratify such contract or transaction by vote
or written consent, or (c) the contract or transaction is fair and reasonable to
the corporation.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or committee thereof which
authorizes, approves, or ratifies such contract or transaction.
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Under penalties of perjury, we declare that these Articles of Incorporation
have been examined by us and are, to the best of our knowledge and belief, true,
correct and complete.
DATED this 12th day of March, 1987.
/s/ THOMAS G. KIMBLE
----------------------------
Thomas G. Kimble
/s/ LEON W. CROCKETT
----------------------------
Leon W. Crockett
/s/ VAN L. BUTLER
----------------------------
Van L. Butler
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 12th day of March, 1987, personally appeared before me, Thomas G.
Kimble, Leon W. Crockett and Van L. Butler, who duly acknowledged to me that
they signed the foregoing Articles of Incorporation.
My Commission Expires: /s/ JODY YORK
----------------------------
10/28/88 NOTARY PUBLIC
Residing at: SLC, UT
BYLAWS
OF
FIRST AMERICAN RAILWAYS, INC.
ARTICLE I
IDENTIFICATION
SECTION 1. SEAL. The seal of the Corporation shall be circular
in form and mounted upon a metal die, suitable for impressing upon paper, and
shall bear the name of the Corporation and the words and number "Nevada,
Corporate Seal, 1987.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation
shall be determined by appropriate resolution of the Board of Directors and may
be changed from time to time by the Board of Directors.
SECTION 3. PLACE OF BUSINESS. The Corporation may have offices
and do business at any place in any of the states, districts or territories of
the United States and in any and all foreign countries.
ARTICLE II
STOCK CERTIFICATES, TRANSFER AND RECORDS
SECTION 1. FORM OF SHARES CERTIFICATES. The shares of the
Corporation shall be represented by certificates, in such forms as the Board of
Directors may prescribe, signed by the Chairman of the Board or the President or
a Vice President and the Secretary or an Assistant Secretary or a Treasurer and
sealed with the seal of the Corporation or a facsimile thereof. The signatures
of the Officers upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a Transfer Agent or a Registrar other than the
Corporation or its employee. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.
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Each certificate representing shares shall state upon the face
thereof:
(1) The name of the Corporation;
(2) That the Corporation is formed under the laws of the
State of Nevada;
(3) The name of the person or persons to whom issued;
(4) The number and class of shares, and the designation of
the series, if any, which such certificate represents; and
(5) The par value, if any, of each share represented by such
certificate; and
Should the Articles of Incorporation presently authorize, or
be amended to authorize, the issuance of shares of more than one class or more
than one series, in that event each certificate representing shares issued by
the Corporation shall set forth or fairly summarize upon the face or back of the
certificate, or shall state that the Corporation will furnish to any shareholder
upon request and without charge, a full statement of:
(1) The designations, preferences, limitations, and relative
rights of each class or series of authorized shares to be issued.
(2) The variations in the relative rights and preferences
between the shares of each such series so far as the same have been fixed and
determined and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series.
Each certificate representing shares which are restricted as
to sale, disposition or other transfer of such shares shall state that such
shares are restricted as to transfer and shall set forth or fairly summarize
upon the certificate or shall state that the Corporation will furnish to any
shareholder upon request and without charge a full statement of such
restrictions.
SECTION 2. TRANSFER OF SHARES. The rights against the
Corporation inherent in the shares represented by any stock certificate of this
Corporation are transferable only by registration of such shares in the name of
the assignee as the registered holder on the Stock Transfer Books of the
Corporation. The Board of Directors may appoint one or more Transfer Agents
and/or Registrars, jointly or severally, of the certificates representing the
shares of the stock of the Corporation and the Board of Directors may adopt such
rules and regulations concerning the issue, transfer and registration of the
stock of the Corporation as it may deem expedient and consistent with law, and
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may delegate the maintenance of the Stock Transfer Books and Record of
Shareholders and Shareholders Meeting Ledger derived therefrom to any duly
appointed Transfer Agent of the Corporation.
SECTION 3. RECORD OF SHAREHOLDERS. The Corporation shall keep
at its registered office or principal place of business or at the office of its
Transfer Agent or Registrar, among other records, a Record of Shareholders,
setting forth, among other things, the names and addresses of the holders of all
issued shares of the Corporation, the number, class and series, if any, of
shares and the date of issue of the certificates representing such shares and a
Stock Register, setting forth the total number of shares which the Corporation
is authorized to issue, and the total number of shares actually issued.
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 Shareholders Meeting Ledger which shall be a complete list of
the shareholders entitled to vote at such meeting or any adjournment thereof,
with the address of and the number and class and series, if any, of shares held
by each. Such list shall be kept on file at the registered office of the
Corporation, at the principal place of business of the Corporation or at the
office of the Transfer Agent for a period of ten days prior to such meeting and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
at any time during the meeting. Shareholders shall be responsible for notifying
the Corporation or a Transfer Agent, in writing, of any changes in their names
or addresses from time to time, and failure to do so will relieve the
Corporation, its other shareholders, directors, officers, agents and attorneys,
of liability for failure to direct notices or other documents, or to pay over or
transfer dividends or other property or rights to a name or address other than
the name and address appearing in the Stock Transfer Books or Record of
Shareholders.
The original Stock Transfer Books shall be PRIMA FACIE
evidence as to the shareholders entitled to examine such list or transfer books
or to vote at any meeting of shareholders.
Any person who is a holder of record of shares or voting trust
certificates therefore shall, upon written demand under oath stating the purpose
thereof, have the right to examine, in person or by agent or attorney, at any
reasonable times, for any proper purpose, its relevant books and records of
accounts, minutes and record of shareholders of the Corporation, and may make
extracts therefrom at the shareholder's expense. This right of inspection shall
not extend to any person who has within two years sold or offered for sale any
list of shareholders of the Corporation or any other corporation, has aided or
abetted any person in procuring any
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list of shareholders or holders of voting trust certificates for any such
purpose, has improperly used any information secured through any prior
examination of the books and records of account, minutes or record of
shareholders or of holders of voting trust certificates for shares of the
Corporation or any other corporation, or was not acting in good faith or for a
proper purpose in making his demand.
SECTION 4. LOSS OF CERTIFICATE. In case of loss or destruction
of any certificate of stock, the Board of Directors may authorize the issuance
of another certificate in its place upon proof, satisfactory to the Board, of
such loss or destruction. If the directors deem it advisable they may require
the giving of a satisfactory bond of indemnity to the Corporation in such sum as
they may provide before issuing such duplicate certificate.
ARTICLE III
MEETING OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders
of the Corporation shall be held either at the principal office of the
Corporation or at such other place in the United States as shall be designated
by the Board of Directors.
SECTION 2. ANNUAL MEETING AND MEETINGS FOR THE ELECTION OF
DIRECTORS. An annual meeting of the shareholders for the election of directors
and transaction of other business shall be held on such date and at such place
in such city as the Board of Directors may determine.
SECTION 3. SPECIAL MEETINGS. Special meetings of the
shareholders may be called by the Board of Directors, or the holder(s) of not
less that ten percent of all of the shares entitled to vote at the meeting.
SECTION 4. NOTICE OF MEETINGS - WAIVER. Written notice stating
the place, day and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered to
each shareholder of record entitled to vote at such meeting not less than ten
nor more than sixty days before the date of the meeting, either personally or by
first class mail, by or at the direction of the President, the Secretary or the
officer or persons calling the meeting. If mailed, such notice shall be deemed
to be delivered 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. A shareholder may waive
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notice in writing of a shareholders' meeting either before or after the time of
such meeting, and the business or purpose of such meeting need not be specified
in the waiver. Attendance by a shareholder at a shareholders' meeting shall also
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
convened.
SECTION 5. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD
DATE. For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the Stock Transfer Books shall be closed for a
stated period not to exceed sixty days in any case. 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
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, unless the Board of
Directors fixes a new record date under this section for the adjourned meeting.
SECTION 6. VOTING AT MEETINGS.
(A) VOTING RIGHTS. At each election or directors, every
shareholder entitled to vote at such meeting shall have the right to vote, in
person or by proxy, the number of shares owned by him on the record date for as
many persons as there are directors to be elected. At each shareholders'
meeting, every shareholder
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entitled to vote at such meeting shall have the right to vote, in person or by
proxy, the number of shares owned by him on the record date upon each proposal
duly presented at the meeting.
Shares held by an administrator, executor, guardian,
conservator, committee, or other fiduciary, except a trustee, may be voted by
him, either in person or by proxy, without transfer of such shares into his
name. Shares held by a trustee may be voted by him, either in person or by
proxy, only after the shares have been transferred into his name as trustee, or
into the name of his nominee. The Corporation shall not be entitled to vote
Treasury Shares. In all cases a resolution shall be considered to be adopted by
the shareholders if approved by the affirmative vote of a majority of the shares
represented and entitled to vote on the question at a meeting duly held at which
a quorum is present. For purposes of determining the affirmative vote of a
majority of the shares represented and entitled to vote on any question at a
meeting held at which a quorum is present, abstentions shall not be included in
the total number of votes cast and shall not count for purposes of calculating
whether or not a majority has been obtained.
(B) QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. When a specified item of business is required to be voted on by a
class or series of stock, a majority of the shares of such class or series
entitled to vote shall constitute a quorum for the transaction of such item of
business by that class or series. After a quorum has been established at a
shareholders' meeting, the subsequent withdrawal of shareholders, so as to
reduce the number of shares entitled to vote at the meeting below the number
required for a quorum, shall not affect the validity of any action taken at the
meeting or any adjournment thereof. For purposed of establishing a quorum only,
"shares entitled to vote, represented in person or by proxy," as used in this
subsection, shall include shares present at a meeting in person or by proxy but
not voted and shares present at a meeting in person or by proxy and cast as
abstentions.
(C) PROXIES. A shareholder may vote either in person or by
proxy executed in writing by the shareholder, or his duly authorized
attorney-in-fact.
(D) INSPECTORS OF PROXIES, VOTES AND ELECTIONS. The Board of
Directors at its annual meeting may appoint two or more Inspectors of Proxies,
Votes and Elections to serve until the final adjournment of the next annual
shareholders' meeting. If they fail to make such appointment, or if their
appointees, or any of them, fail to appear at any meeting of shareholders, the
Chairman of the meeting of the shareholders may appoint other Inspectors to
serve for the meeting.
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Each Inspector, before entering upon the discharge of his
duties, shall execute a certificate faithfully to perform the duties of an
Inspector at such meeting with strict impartiality and according to the best of
his ability.
The Inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all shareholders. On request of
the person presiding at the meeting or any shareholder entitled to vote thereat,
the Inspectors shall make a report in writing of any challenge, question or
matter determined by them and execute a certificate of any fact found by them.
Any report or certificate made by them shall be PRIMA FACIE evidence of the
facts stated and of the vote as certified by them.
SECTION 7. ADJOURNMENT OF MEETINGS. If a meeting is adjourned
to another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and any business may
be transacted at the adjourned meeting that might have been transacted on the
original date of the meeting. If, however, after the adjournment, the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the new record
date who is entitled to vote at such meeting.
SECTION 8. ACTION WITHOUT A MEETING. When shareholders holding
not less than a majority of the voting shares entitled to vote on or authorize
any action shall determine to take such action without a meeting, they shall
sign a written consent on the record of the action taken and such action shall
be as valid as if a meeting had been legally called and notified.
SECTION 9. MINUTES. Minutes shall be made of all shareholder
proceedings, which minutes shall be taken and kept by the Secretary of the
Corporation.
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ARTICLE IV
THE BOARD OF DIRECTORS
SECTION 1. NUMBER, TENURE AND QUALIFICATIONS. The business and
affairs of the Corporation shall be managed under the direction of the Board of
Directors. The Board of Directors of the Corporation shall consist of not less
than one nor more than seven members, with the precise number to be set, from
time to time, by the Board of Directors. Each director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected and qualified, or until his earlier resignation, removal from office, or
death. Directors need not be residents of the State of Nevada or shareholders of
the Corporation.
SECTION 2. ELECTION. At the annual meeting of shareholders,
the shareholders shall elect directors to hold office until the next succeeding
annual meeting or until their successors have been elected and qualified. If
directors are not elected at the annual meeting, or the incumbent directors are
not elected at the annual meeting, the incumbent directors shall continue in
office until their successors are elected and qualified.
SECTION 3. VACANCIES. Whenever any vacancies shall occur in
the Board of Directors by death, resignation, removal, increase in the number of
directors or otherwise, the same may be filled by the affirmative vote of a
majority of the remaining directors even if less than a quorum of the Board of
Directors, and the director so elected shall hold office only until the next
election of directors by shareholders.
SECTION 4. PLACE, CALL AND ADJOURNMENT OF DIRECTORS' MEETINGS.
Meetings of the Board of Directors may be held either within or without the
state. Meetings of the Board of Directors may be called by the Chairman of the
Board, by the President of the Corporation or by any two directors. The Chairman
of the Board shall preside at all directors' meetings.
A majority of the directors present at a meeting, whether or
not a quorum is present, may adjourn any meeting to another time and place.
Notice of any adjournment of a meeting to another time or place shall be given,
in the manner described above, to the directors who were not present at the time
of the adjournment and, unless such time and place are announced at the meeting,
to the other directors.
SECTION 5. ANNUAL MEETING. The Board of Directors shall meet
each year immediately after the annual meeting of shareholders for the purpose
of organization, election of officers and consideration of any other business
that may properly be brought
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before the meeting. No notice of any kind to either old or new members of the
Board of Directors for such annual meeting shall be necessary.
SECTION 6. OTHER MEETINGS. Other meetings of the Board of
Directors may be held upon written notice by mail, telegram or cablegram at
least two days prior to the day for such meeting. Notice of any meeting of the
Board of Directors may be waived in writing signed by the person or persons
entitled to such notice, whether before or after the time of such meeting.
Attendance of a director at such meeting shall constitute a waiver of notice
thereof. The purpose or purposes of such meeting of the Board of Directors need
not be specified in the notice, or waiver of notice of such meeting.
SECTION 7. QUORUM AND ACTS. A majority of the members of the
Board of Directors then in office shall constitute a quorum for the transaction
of business. 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, except
that any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if a consent in writing, setting forth
the action so to be taken, signed by all of the directors, is filed in the
minutes of the proceedings of the Board.
Members of the Board of Directors or any committee thereof
shall be deemed present at any meeting of the Board or the committee if a
conference telephone or other similar communications equipment by means of which
all persons participating in the meeting can hear each other is used.
SECTION 8. REMOVAL. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holder(s) of a majority of the
shares then entitled to vote at an election of directors.
SECTION 9. 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 Secretary of the Corporation. Such resignation shall take effect at
the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 10. COMMITTEES. The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from among its members
an executive committee and other committees, each of which, to the extent
provided in the resolution, shall have all the authority of the Board, except
that no such committee shall have authority to:
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(1) Approve or recommend to the shareholders actions
or proposals required to be approved by shareholders.
(2) Designate candidates for the office of director,
for purposes of proxy solicitation by shareholders.
(3) Fill vacancies on the Board of Directors or any
committee thereof.
(4) Amend the bylaws.
(5) Authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board
of Directors.
(6) Authorize or approve the issuance or sale of, or any
contract to issue or sell, shares, or designate the terms of a
series of a class of shares, except that the Board of
Directors, having acted regarding general authorization for
the issuance or sale of shares, or any contract therefor, and,
in the case of a series, the designation thereof, may,
pursuant to a general formula or method specified by the Board
by resolution or by adoption of a stock option or other plan,
authorize a committee to fix the terms of any contract under
which shares may be issued or sold, including, without
limitation, the price, the rate or manner of payment of
dividends, provisions for redemption, sinking funds,
conversion, and voting or preferential rights, and provisions
for other features of a class of shares, or a series of a
class of shares, with full power in such committee to adopt
any final resolution setting forth all the terms thereof and
to authorize the statement of the terms of a series for filing
with the Nevada Department of State.
The Board of Directors may designate one or more directors as
alternate members of any such committee, who may replace any absent member or
members at any meeting of such committee.
Unless a greater proportion is required by the resolution
designating a committee, a majority of the entire authorized number of members
of such committee shall constitute a quorum for the transaction of business, and
the vote of a majority of the members present at a meeting at the time of such
vote, if a quorum is then present, shall be the act of such committee, except
that any action which may be taken at a meeting of such committee may be taken
without a meeting if consent in writing, setting forth the action so to be
taken, signed by all of the members of the committee, is filed in the minutes of
the proceedings of the committee.
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Each such committee shall serve at the pleasure of the Board
of Directors.
SECTION 11. COMPENSATION. The Board of Directors shall have
authority to fix the compensation of directors for services in any capacity.
SECTION 12. INTEREST OF A DIRECTOR IN TRANSACTIONS. No
contract or other transaction between the Corporation and one or more of its
directors or any other corporation, firm, association or entity in which one or
more of its directors are directors or officers or are financially interested,
shall be either void or voidable because of such relationship or interest or
because such director or directors are present at the meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies such
contract or transaction or because his or their votes are counted for such
purposes, if:
(1) The fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes,
approves or ratifies the contract or transaction by a vote or
consent sufficient for the purpose without counting the votes
or consents of such interested directors; or
(2) The fact of such relationship or interest is disclosed or
known to the shareholders entitled to vote and they authorize,
approve or ratify such contract or transaction by vote or
written consent; or
(3) The contract or transaction is fair and reasonable as to
the Corporation at the time it is authorized by the Board, a
committee, or the shareholders.
Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.
ARTICLE V
THE OFFICERS
SECTION 1. OFFICERS. The Board of Directors at their annual
meeting each year shall elect a Chairman of the Board, President, Secretary and
a Treasurer, and such other officers and assistant officers and agents as may be
deemed necessary by the
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Board of Directors. Any two or more offices may be held by the same person. All
officers shall serve until the next annual meeting of the Board of Directors or
until their respective successors are elected and qualified.
SECTION 2. VACANCIES. Whenever any vacancies shall occur in
any office by death, resignation, removal, increase in the number of officers of
the Corporation, or otherwise, the same shall be filled by the Board of
Directors, and the officer so elected shall hold office until his successor is
elected and qualified.
SECTION 3. DUTIES. The Chairman of the Board shall preside at
all shareholders' meetings and meetings of the Board of Directors. The
President, in the absence of the Chairman of the Board, shall preside at all
shareholders' meetings or meetings of the Board of Directors. The Secretary and
the Treasurer shall perform such duties as are from time to time assigned to
them by the Board of Directors. The Secretary shall have custody of and maintain
all of the corporate records, except the financial records. The Treasurer shall
have custody of all corporate funds and financial records, shall keep full and
accurate accounts of receipts and disbursements and render account thereof at
the annual meeting of shareholders and whenever else required by the Board of
Directors or President. It shall be the responsibility of the Treasurer to
prepare the following not later than four months after the close of each fiscal
year and to maintain such in the registered office of the Corporation:
(a) A balance sheet showing in reasonable detail the financial
condition of the Corporation as of the close of its fiscal
year.
(b) A profit and loss statement showing the result of its
operation during its fiscal year.
SECTION 4. COMPENSATION. The compensation of the officers
shall be fixed, from time to time, by the Board of Directors.
SECTION 5. REMOVAL. Any officer elected or appointed by the
Board of Directors may be removed by the Board whenever in its judgment the best
interests of the Corporation will be served thereby. Removal shall be without
prejudice to the contract rights, if any, of the person removed. Election or
appointment of an officer shall not of itself create contract rights.
SECTION 6. RESIGNATION. Any officer of the Corporation may
resign at any time by giving written notice to the Board of Directors or to the
President or Secretary of the Corporation. Such resignation shall take effect at
the time specified therein;
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and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
SECTION 7. CORPORATE INSTRUMENTS. All checks and drafts on,
and withdrawals from, the Corporation's accounts with banks or other financial
institutions, and all bills of exchange, notes and other instruments for the
payment of money, drawn, made, endorsed, or accepted by the Corporation, shall
be signed on its behalf by the person or persons thereunto authorized by, or
pursuant to resolution of, the Board of Directors.
ARTICLE VI
AMENDMENTS
The Board of Directors of the Corporation shall have the power
to alter, amend or repeal the Bylaws or adopt new Bylaws; provided, however, any
Bylaw may be repealed or changed by the shareholders, and new Bylaws may be
adopted by the shareholders. The shareholders may prescribe in any Bylaws made
by them that such Bylaw shall not be altered, amended or repealed by the Board
of Directors.
ARTICLES VII
INDEMNIFICATION
Any person who was or is a party, or is threatened to be made
a party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, and whether or not
brought by or in the right of the Corporation, by reason of the fact that he or
she is or was a director, officer, employee, or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, shall be indemnified by the Corporation (unless the conduct of
such person is finally adjudged to have been grossly negligent or to constitute
willful misconduct) against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit, or proceeding, including any appeal
thereof. Any such expenses, including attorney's fees, incurred in defending a
civil or criminal action, suit, or proceeding shall be paid by the
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Corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount unless it shall ultimately be
determined that he or she is entitled to be indemnified by the Corporation as
authorized in this Bylaw. Indemnification hereunder shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors, and administrators of such person.
The foregoing rights of indemnification shall not be deemed exclusive of any
other right to which any such person may otherwise be entitled apart from this
Bylaw.
The Board of Directors may authorize the purchase and
maintenance of insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Bylaw.
14
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
CUSIP NO.317931 10 3
NUMBER SHARES
FIRST AMERICAN
RAILWAYS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
AUTHORIZED COMMON SHARES: 100,000,000
PAR VALUE $.001
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF FIRST AMERICAN
RAILWAYS, INC. TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY
AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS
CERTIFICATE IS NOT VALID UNTIL 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:
/s/ EUGENE K. GARFIELD /s/ ALLEN C. HARPER
----------------------------------- ---------------------------------
PRESIDENT & ASSISTANT SECRETARY CHAIRMAN OF THE BOARD
INTERWEST TRANSFER CO. INC. P.O. BOX 17136 / SALT LAKE CITY, UTAH 84117
COUNTERSIGNED & REGISTERED __________________________________________________
COUNTERSIGNED TRANSFER AGENT-AUTHORIZED SIGNATURE
<PAGE>
NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a saving bank), or
a trust company. The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants in common Act..........................
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, ___________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated _____________________________________
_____________________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
