<PAGE>
EXHIBIT 4 (a)
AMENDMENT TO THE
ARTICLES OF INCORPORATION OF WILD WINGS, INC.
Wild Wings, Inc., a corporation organized under the laws of the State
of Nevada, December 6, 1994, hereby adopts the following Articles of Amendment
to its Articles of Incorporation pursuant to the provisions of Nevada Revised
Statutes Sections 78.385 and 78.390.
I
The Articles of Incorporation shall be amended to read as follows:
Article I
NAME. The Name of the corporation (hereinafter called the "Corporation") shall
be Red Oak Hereford Farms, Inc.
II
The date of the adoption of the foregoing amendment by the shareholders
was March 14, 1997. The number of shares outstanding in the Corporation and
entitled to vote on the amendment was 12,960,000. All stock in the Corporation
is entitled to one vote per share for each matter coming before the meeting of
the shareholders.
III
The number of shares that voted in favor of the above amendment was
12,415,500. The number of shares that voted against the above amendment was 0.
DATED this 15th day of March 1997.
Wild Wings, Inc.
By: /s/ Gordon Reisinger
-------------------------
President
By: /s/ David H. Ellicott
-------------------------
Assistant Secretary
<PAGE>
STATE OF IOWA )
:ss
COUNTY OF MONTGOMERY )
On the 15th day of March 1997, personally appeared before me Gordon M.
Reisinger and David H. Ellicott duly acknowledged to me that they are the
persons who signed the foregoing instrument as President and Assistant Secretary
respectively and that they have read the foregoing instrument and know the
contents thereof and that the same is true of their knowledge except as to those
matters upon which they operate on information and believe those matters to be
true.
/s/ Tami R. Ellicott
----------------
NOTARY PUBLIC
Residing in: Red Oak, Montgomery County
My Commission Expires:
December 18, 1998
<PAGE>
Articles Of Incorporation
Of
Wild Wings, Inc.
WE, THE UNDERSIGNED natural persons of the age of eighteen (18) years
or more, acting as incorporators of a corporation under the Nevada Business
Corporation Act, adopt the following Articles of Incorporation.
Article I
NAME
The Name of the corporation is Wild Wings, 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 develop and manage hunting clubs, dog kennels and
other outdoor services for sportsmen. Also, to acquire,
develop, explore, and otherwise deal in and with all
kinds of real personal property and all related
activities, 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, 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 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.
<PAGE>
(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 Nevada; and it is
the intention that the purposes and powers specified in
each of the paragraphs of this Article III shall be
regarded as independent purposes and powers.
Articles IV
STOCK
The aggregate number of shares which this corporation shall have
authority to issue 55,000,000 shares. 50,000,000 shares of Common Stock having a
par value of $.001 per share and 5,000,000 shares of Preferred Stock having a
par value of $.001 per share. Stock of the corporation shall be of two classes,
common and preferred, and both shall be issued in such classes and have such
right, preferences and designations as determined by the Board of Directors of
the Corporation. Fully-paid stock of this corporation shall not be liable to any
further call of 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.
<PAGE>
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 the corporation.
Article VII
INITIAL OFFICE AND AGENT
The registered office of the Corporation in the State of Nevada is 3230
E. Flamingo Road, Suite 156, Las Vegas, NV 89121. The registered agent in charge
thereof at such address is Gateway Enterprises, Inc..
Article VIII
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 with stockholders' approval.
The number of directors constituting the initial Board of Directors of
this corporation is one (1). The names and addresses of persons who are to serve
as Directors units the first annual meeting of stockholders or until their
successors are elected and qualify are:
NAME ADDRESS
---- -------
JEANNIE HILLINGER 178 SOUTH 350 WEST
P.O. BOX 367
MONA, UTAH 84645
<PAGE>
Articles IX
INCORPORATORS
The name and address of each incorporator is:
NAME ADDRESS
---- -------
JEANNIE HILLINGER 178 SOUTH 350 WEST
P.O. BOX 367
MONA, UTAH 84645
ARTICLE X
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and any on 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 of interest, or
because such director of 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 of committee there
of which authorizes, approves or ratifies such contract or transaction.
Article XI
LIABILITY OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
person as a director of officer. Notwithstanding the foregoing sentence, a
director or officer shall be liable to the extent provide by applicable law, (I)
for acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) for the payment of dividends in violation of NRS
78.300.
<PAGE>
The provisions hereof shall not apply to or have any effect on the
liability or alleged liability of any officer or director of the Corporation for
or with respect to any acts or omissions of such person occurring prior to such
amendment.
Under penalties of perjury, I declare that these Articles of
Incorporation have been examined by me and are, to the best of my knowledge and
belief, true, correct and complete.
Dated this 29th day of November, 1994
/s/ Jeannie Hullinger
---------------------
Jeannie Hullinger
STATE OF UTAH )
)ss.
COUNTY OF UTAH )
On the 29th day of November, 1994, personally appeared before me,
Jeannie Hullinger, who being by me first duly sworn, declared that they are the
persons who signed the foregoing document as incorporators and that the
statements therein contained are true.
IN WITNESS THEREOF, I have hereunto set my hand and seal this 29th day
of November 1994.
------------------------------------
Notary Connie S. Gates /s/ Connie S. Gates
Stamp Notary Public State of Utah ---------------
First Security Bank NOTARY PUBLIC
119 South Main Box 717
Springville, UT 84663 Residing at Springville, Utah
COMM. EXP. 1-5-95
------------------------------------
My commission expires:
January 5, 1995
<PAGE>
Certificate of Acceptance of Appointment by Resident Agent
In the matter of WILD WINGS, INC. I,
-------------------------------------------
GATEWAYS ENTERPRISES, INC. with address at
---------------------------------------------------------------
Suite 156, Street 3230 EAST FLAMINGO ROAD ,
--- ------------------------------------------------------------
Town of LAS VEGAS , County of CLARK , Zip Code 89121 , State of Nevada,
------------- --------- -------
hereby accept the appointment as Resident Agent of the above-entitled
corporation in accordance with NRS 78.090.
Furthermore, that the mailing address for the above-registered office is:
3230 EAST FLAMINGO ROAD, SUITE 156
--------------------------------------------------------------------------------
LAS VEGAS , Zip Code 89121 , State of Nevada.
---------------------------------------- ---------
In witness whereof, I have hereunto set my hand this 30th day of November, 1994
GATEWAY ENTERPRISES, INC.
/s/ S. N. Hughes
----------------
Resident Agent
--------------------------------------------------------------------------------
NRS 78.090 Except during any period of vacancy described in NRS 78.097,
every corporation must have a resident agent, who may be either a natural person
or a corporation, resident or located in this state. Every resident agent must
have a street address, where he maintains an office for the service of process,
and may be different from the street address. The address of the resident agent
is the registered office of the corporation in this state. The resident agent
may be any bank or banking corporation, or other corporation, located and doing
business in this state. The certificate of acceptance must be filed at the time
of the initial filing of the corporate papers.
<PAGE>
BY-LAWS
Of
WILD WINGS, INC.
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section I. The principal office of the Corporation shall be at 178
South 350 West located in Mona, Utah 84645. The Corporation may have such other
offices, either within or without the State of Utah as the Board of Directors
may designate or as the business of the corporation may require from time to
time.
The registered office of the Corporation required by the Nevada
Business Corporation Act to be maintained in the State of Nevada may be, but
need not be, identical with the principal offices in the State of Nevada, and
the address of the registered office may be changed, from time to time, by the
Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of stockholders shall be
held at the principal office of the Corporation, at 178 South 350 West, Mona,
Utah 84645 or at such other places on the third Friday of April, or at such
other times as the Board of directors may, from time to time, determine. If the
day so designated falls upon a legal holiday then the meeting shall be held upon
the first business day thereafter. The Secretary shall serve personally or by
mail a written notice thereof, not less than ten (10) nor more than fifty (50)
days previous to such meeting, addressed to each stockholder at his address as
it appears on the stock book; but at any meeting at which all stockholders shall
be present, or of which all stockholders not present have waived notice in
writing, the giving of notice as above required may be dispensed with.
Section 2. SPECIAL MEETINGS. Special meetings of stockholders other
than those regulated by statute may be called at any time by a majority of the
Directors. Notice of such meeting stating the place, day and hour and the
purpose for which it is called shall be served personally or by mail, not less
than ten (10) days before the date set for such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears on the stock book/ but
any meeting at which all stockholders shall be present, or of which stockholders
not present have waived notice in writing, the giving of notice as above
described may be dispensed with. The Board of Directors shall also, in like
manner, call a special meeting of stockholders whenever so requested in writing
by stockholders representing not less than ten percent (10%) of the capital
stock of the Corporation entitled to vote at the meeting. The President may in
his discretion call a special meeting of stockholders upon ten (10) days'
notice. No business other than that specified in the call for the meeting shall
be transacted at any special meeting of the stockholders, except upon the
unanimous consent of all the stockholders entitled to notice thereof.
<PAGE>
Section 3. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining stockholders entitled to receive notice of or to vote at
any meeting of stockholders or any adjournment thereof, or stockholders entitled
to receive payment of any dividend; or in order to make a determination of
stockholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period not to exceed, in any case, fifty (50) days. If the stock transfer
books shall be closed for the purpose of determining stockholders entitled to
notice of or to vote at a meeting of stockholders, such books shall be closed
for at least ten (10) days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any case to be not more than fifty (50) days, and in case of a meeting of
stockholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of stockholders, is to be taken.
If the stock transfer books are not closed, and no record date is fixed for the
determination of stockholders entitled to receive notice of or to vote at a
meeting of stockholders, or stockholders 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 as to
stockholders. When a determination of stockholders entitled to vote any meeting
of stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.
Section 4. VOTING. At any meetings of the stockholders of record having
the right to vote, subject to the provisions of Section 3, each stockholder of
the Corporation is entitled to one (1) vote for each share of stock having
voting power standing in the name of such stockholder on the books of the
Corporation. Votes may be case in person or by written authorized proxy.
Section 5. PROXY. Each proxy must be executed in writing by the
stockholder of the Corporation or his duly authorized attorney. No proxy shall
be valid after the expiration of eleven (11) months from the date of its
execution unless it shall have specified therein its duration.
Every proxy shall be revocable at the discretion of the person
executing it or of his personal representatives or assigns.
Section 6. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
by-laws of such Corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be noted by him either in person or by proxy without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate Order of the Court by which such receiver was
appointed.
<PAGE>
Stockholders whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledge, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 7. ELECTION OF DIRECTORS. At each election for Directors every
stockholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected and for whose election he as a right to vote.
There shall be no cumulative voting.
Section 8. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the stockholders.
If a quorum shall not be present or represented, the stockholders
entitled to vote thereat, present in person or by proxy, shall have the power to
adjourn the meeting, from time to time, until a quorum shall be present or
represented. At such rescheduled meetings at which a quorum shall be present or
represented any business or any specified item of business may be transacted at
the meeting as originally notified.
The number of votes or consents of the holders of stock having voting
power which shall be necessary for the transaction of any business or any
specified item of business at any meeting of stockholders, or the giving of any
consent, shall be a majority of the outstanding shares of the Corporation
entitled to vote.
Section 9. INFORMAL ACTION BY STOCKHOLDERS. Any action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of the stockholders, may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all of the
stockholders entitled to vote with respect to the subject matter thereof.
ARTICLE III
DIRECTORS
Section 1. NUMBER. The affairs and business of this Corporation shall
be managed by a Board of Directors. The present Board of Directors shall consist
of three (3) members. Thereafter the number of Directors may be increased to not
more than nine (9) by resolution of the Board of Directors. Directors need not
be residents of the State of Nevada and need not be stockholders of the
Corporation.
Section 2. ELECTION. The Directors shall be elected at each annual
meeting of the stockholders, but if any such annual meeting is not held, or the
Directors are not elected thereat, the Directors may be elected at any special
meeting of the stockholders held for that purpose.
<PAGE>
Section 3. TERM OF OFFICE. The term of office of each of the Directors
shall be one (1) year, which shall continue until his successor has been elected
and qualified.
Section 4. DUTIES. The Board of directors shall have the control and
general management of the affairs and business of the Corporation. Such
Directors shall in all cases act as a Board, regularly convened, and may adopt
such rules and regulations for the conduct of meetings and the management of the
corporation, as may be deemed proper, so long as it is not inconsistent with
these By-Laws and the laws of the State of Nevada.
Section 5. DIRECTORS' MEETINGS. Regular meetings of the Board of
Directors shall be held immediately following the annual meeting of the
stockholders, and at such other time and places as the Board of Directors may
determine. Special meetings of the Board of Directors may be called by the
President of the Secretary upon the written request of two (2) Directors.
Section 6. NOTICE OF MEETINGS. Notice of meetings other than the
regular annual meeting shall be given by service upon each Director in person,
or by mailing to him at his last known address, at least three (3) days before
the date therein designated for such meeting, of a written notice thereof
specifying the time and place of such meeting, and the business to be brought
before the meeting, and no business other than that specified in such notice
shall be transacted at any special meeting. At any Directors' meeting at which a
quorum of the Board of Directors shall be present (although held without
notice), any and all business may be transacted which might have been transacted
if the meeting had been duly called if a quorum of the Directors waive or are
willing to waive the notice requirements of such meeting.
Any Directors may waive notice of any meeting under the provisions of
Article XII. The attendance of a Director at a meeting shall constitute a waiver
of notice of such meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully convened or called.
Section 7. VOTING. At all meetings of the Board of Directors, each
Director is to have on (1) vote. 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.
Section 8. VACANCIES. Vacancies in the Board occurring between annual
meetings shall be filled for the unexpired portion of the term by a majority of
the remaining Directors.
Section 9. REMOVAL OF DIRECTORS. Any one or more of the Directors may
be removed, with or without cause, at any time, by a vote of the stockholders
holding a majority of the stock, at any special meeting called for that purpose.
Section 10. QUORUM. The number of Directors who shall be present at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of any business or any specified item of business shall be a
majority.
The number of votes of Directors that shall be necessary for the
transaction of any business of any specified item of business at any meeting of
the Board of Directors shall be a majority.
<PAGE>
If a quorum shall not be present at any meeting of the Board of
Directors, those present may adjourn the meeting, from time to time, until a
quorum shall be present.
Section 11. COMPENSATION. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors or each may be paid a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefore.
Section 12. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent is entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered or certified mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
ARTICLE IV
OFFICERS
Section 1. NUMBER. The officers of the corporation shall be: President,
Vice-President, Secretary, and Treasurer, and such assistant Secretaries as the
President shall determine.
Any officer may hold more than one (1) office.
Section 2. ELECTION. All officers of the corporation shall be elected
annually by the board of Directors at its meeting held immediately following the
meeting of stockholders, and shall hold office for the term of one (1) year or
until their successors are duly elected. Officers need not be members of the
Board of Directors.
The Board may appoint such other officers, agents and employees as it
shall deem necessary who shall have such authority and shall perform such duties
as, from time to time, shall be prescribed by the Board.
Section 3. DUTIES OF OFFICERS. The duties and powers of the officers of
the Corporation shall be as follows:
PRESIDENT
The President shall preside at all meetings of the stockholders. He
shall present at each annual meeting of the stockholders and Directors a report
of the condition of the business of the Corporation. He shall cause to be called
regular and special meetings of these stockholders and Directors in accordance
with these By-Laws. He shall appoint and remove, employ and discharge, and fix
the compensation of all agents, employees, and clerks of the Corporation other
than the duly appointed officers, subject to the approval of the Board of
Directors. He shall sign and make all contracts and agreements in the name of
the Corporation, subject to the approval of the Board of Directors. He shall see
that the books, reports, statements and certificates required by the statutes
are properly kept, made and filed according to law. He shall sign all
certificates of stock, notes, drafts, or bills of exchange, warrants or other
orders for the payment of money duly drawn by the Treasurer; and he shall
enforce these By-Laws and perform all the duties incident to the position and
office, and which are required by law.
<PAGE>
VICE-PRESIDENT
During the absence or inability of the President to render and perform
his duties or exercise his powers, as set forth in these By-Laws or in the
statutes under which the Corporation is organized, the same shall be performed
and exercised by the Vice-President; and when so acting, he shall have all the
powers and be subject to all the responsibilities hereby given to or imposed
upon such President.
SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the stockholders in appropriate books. He shall give and serve
all notices of the corporation. He shall be custodian of the records and of the
corporate seal and affix the latter when required. He shall keep the stock and
transfer books in the manner prescribed by law, so as to show at all times the
amount of capital stock issued and outstanding; the manner and the time
compensation for the same was paid; the names of the owners thereof,
alphabetically arranged; the number of shares owned by each; the time at which
each person became such owner; and the amount paid thereon; and keep such stock
and transfer books open daily during the business hours of the office of the
Corporation, subject to the inspection of any stockholder of the Corporation,
and permit such stockholder to make extracts from said books to the extent
prescribed by law. He shall sign all certificates of stock. He shall present to
the Board of Directors at their meetings all communications addressed to him
officially by the President or any officer or stockholder of the Corporation;
and he shall attend to all correspondence and perform all the duties incident to
the office of Secretary.
TREASURER
The Treasurer shall have the care and custody of and be responsible for
all the funds and securities of the corporation, and deposit all such funds in
the name of the Corporation in such bank or banks, trust company or trust
companies or safe deposit vaults as the Board of Directors may designate. He
shall exhibit at all reasonable times his books and accounts to any Director or
stockholder of the Corporation upon application at the office of the Corporation
during business hours. He shall render a statement of the conditions of the
finances of the Corporation at each regular meeting of the Board of Directors,
and at such other times as shall be required of him, and a full financial report
at the annual meeting of the stockholders. He shall keep, at the office of the
Corporation, correct books of account of all its business and transactions and
such other books of account as the Board of Directors may require. He shall do
and perform all duties appertaining to the office of Treasurer. The Treasurer
shall, if required by the Board of Directors, give to the Corporation such
security for the faithful discharge of his duties as the Board may direct.
Section 4. BOND. The Treasurer shall, if required by the Board of
Directors, give to the Corporation such security for the faithful discharge of
his duties as the Board may direct.
<PAGE>
Section 5. VACANCIES, HOW FILLED. All vacancies in any office shall be
filled by the Board of Directors without undue delay, either at its regular
meeting or at a meeting specifically called for that purpose. In the case of the
absence of any officer of the Corporation or for any reason that the Board of
Directors may deem sufficient, the Board may, except as specifically otherwise
provided in these By-Laws, delegate the power or duties of such officers to any
other officer or Director for the time being; provided, a majority of the entire
Board concur therein.
Section 6. COMPENSATION OF OFFICERS. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
Section 7. REMOVAL OF OFFICERS. The Board of Directors may remove any
officer, by a majority vote, at any time with or without cause.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock
shall be numbered and registered in the order in which they are issued. They
shall be bound in a book and shall be issued in consecutive order therefrom, and
in the margin thereof shall be entered the name of the person owning the shares
therein represented, with the number of shares and the date thereof. Such
certificates shall exhibit the holder's name and number of shares. They shall be
signed by the President or Vice-President, and countersigned by the Secretary or
Treasurer and sealed with the Seal of the Corporation.
Section 2. TRANSFER OF STOCK. The stock of the Corporation shall be
assignable and transferable on the books of the Corporation only by the person
in whose name it appears on said books, his legal representatives or by his duly
authorized agent. In case of transfer by attorney, the power of attorney, duly
executed and acknowledged, shall be deposited with the Secretary. In all cases
of transfer the former certificate must be surrendered up and cancelled before a
new certificate may be issued. No transfer shall be made upon the books of the
Corporation within ten (10) days next preceding the annual meeting of the
stockholders.
Section 3. LOST CERTIFICATES. If a stockholder shall claim to have lost
or destroyed a certificate or certificates of stock issued by the Corporation,
the Board of Directors may, at its discretion, direct a new certificate or
certificates to be issued, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed, and upon the
deposit of a bond or other indemnity in such form and with such sureties if any
that the Board may require.
ARTICLE VI
SEAL
Section 1. SEAL. The seal of the Corporation shall be as follows:
NO SEAL IN USE AT THIS TIME
<PAGE>
ARTICLE VII
DIVIDENDS
Section 1. WHEN DECLARED. The Board of Directors shall by vote declare
dividends from the surplus profits of the Corporation whenever, in their
opinion, the condition of the Corporation's affairs will render it expedient for
such dividends to be declared.
Section 2. RESERVE. The Board of Directors may set aside, out of the
net profits of the Corporation available for dividends, such sum or sums (before
payment of any dividends) as the Board, in their absolute discretion, think
proper as a reserve fund, to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and they may abolish or modify any such reserve in the manner in
which it was created.
ARTICLE VIII
INDEMNIFICATION
Section 1. Any person made a party to or involved in any civil,
criminal or administrative action, suit or proceeding by reason of the fact that
he or his testator or intestate is or was a Director, officer, or employee of
the Corporation, or of any corporation which he, the testator, or intestate
served as such at the request of the Corporation, shall be indemnified by the
Corporation against expenses reasonably incurred by him or imposed on him in
connection with or resulting from the defense of such action, suit, or
proceeding and in connection with or resulting from any appeal thereon, except
with respect to matters as to which it is adjudged in such action, suit or
proceeding that such officer, Director, or employee was liable to the
Corporation, or to such other corporation, for negligence or misconduct in the
performance of his duty. As used herein the term "expense" shall include all
obligations incurred by such person for the payment of money, including without
limitation attorney's fees, judgments, awards, fines, penalties, and amounts
paid in satisfaction of judgement or in settlement of any such action, suit, or
proceedings, except amounts paid to the Corporation or such other corporation by
him.
A judgement of conviction whether based on plea of guilty or nolo
contendere or its equivalent, or after trial, shall not of itself be deemed an
adjudication that such Director, officer or employee is liable to the
Corporation, or such other corporation, for negligence or misconduct in the
performance of his duties. Determination of the rights of such indemnification
and the amount thereof may be made at the option of the person to be indemnified
pursuant to procedure set forth, from time to time, in the By-Laws, or by any of
the following procedures: (a) order of the Court or administrative body or
agency having jurisdiction of the action, suit, or proceeding; (b) resolution
adopted by a majority of the quorum of the Board of Directors of the Corporation
without counting in such majority any Directors who have incurred expenses in
connection with such action, suit or proceeding; (c) if there is no quorum of
Directors who have not incurred expense in connection with such action, suit, or
proceeding, then by resolution adopted by a majority of the committee of
stockholders and Directors who have not incurred such expenses appointed by the
Board of Directors; (d) resolution adopted by a majority of the quorum of the
Directors entitled to vote at any meeting; or (e) Order of any Court having
jurisdiction over the Corporation. Any such determination that a payment by way
of indemnity should be made will be binding upon the Corporation. Such right of
indemnification shall not be exclusive of any other right which such Directors,
officers, and employees of the Corporation and the other persons above mentioned
may have or hereafter acquire, and without limiting the generality of such
statement, they shall by entitled to their respective rights of indemnification
under any By-Law, Agreement, vote of stockholders, provision of law, or
otherwise in addition to their rights under this Article. The provision of this
Article shall apply to any member of any committee appointed by the Board of
Directors as fully as though each person and been a Director, officer or
employee of the Corporation.
<PAGE>
ARTICLE IX
AMENDMENTS
Section 1. HOW AMENDED. These By-Laws may be altered, amended, repealed
or added to by the vote of the Board of Directors of the Corporation at any
regular meeting of said Board, or at a special meeting of Directors called for
that purpose provided a quorum of the Directors as provided by law and by the
Articles of Incorporation, are present at such regular meeting or special
meeting. These By-Laws and any amendments thereto and new By-Laws added by the
Directors may be amended, altered or replaced by the stockholders at any annual
or special meeting of the stockholders.
ARTICLE X
FISCAL YEAR
Section 1. FISCAL YEAR. The fiscal year shall end on the 31st day of
December.
ARTICLE XI
WAIVER OF NOTICE
Section 1. Whenever any notice is required to be given to any
shareholders or directors of the Corporation under the provisions of these
By-Laws, under the Articles of Incorporation or under the provisions of the
Nevada Business Corporation Act, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ADOPTED this 8th day of December 1994.
WILD WINGS, INC.
A Nevada Corporation
/s/ Kevin Hullinger
-------------------
Kevin Hullinger
President
<PAGE>
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary/Treasurer of WILD WINGS,
INC., A NEVADA CORPORATION: and
2. That the foregoing By-Laws, comprising Nine (9) pages, constitute the By-Laws
of said Corporation as duly adopted at a meeting of the Board of Directors
thereof duly held on the 8th day of December, 1994.
/s/ Jeannie Hullinger
---------------------
Jeannie Hullinger
Secretary/ Treasurer
(SEAL)
<PAGE>
ACTIONS OF THE BOARD OF DIRECTORS OF
WILD WINGS, INC. WITHOUT A MEETING
The following are resolutions duly adopted by the Board of Directors of
Wild Wings, Inc., a Nevada corporation, pursuant to the Nevada Corporation Law
which allows for the adoption of resolutions by the unanimous consent of the
directors with a meeting.
The Board of Directors hereby adopts the following resolutions
effective this 14th day of March, 1997.
RESOLVED, that the director of the Corporation has reviewed
that certain Agreement and Plan of Reorganization between the
Corporation and Red Oak Farms, Inc., dated March 14, 1997, involving
Wild Wings, Inc., a Nevada corporation, ("Wild Wings") and Red Oak
Farms, Inc., an Iowa corporation. ("Red Oak") pursuant to which Red Oak
shall be issued 10,000,000 restricted common shares of Wild Wings plus
options to acquire an additional 3,000,000 common shares in exchange
for all of the issued and outstanding shares of Red Oak.
FURTHER RESOLVED, that the President of Wild Wings is directed
to call a Special Meeting of the Shareholders of Wild Wings to be held
on the 14th day of March, 1997 to approve the Agreement and Plan of
Reorganization and the following actions hereby adopted and approved by
the Directors of Wild Wings as provided for in the Agreement and Plan
of Reorganization:
(i) Amend the Articles of Incorporation of the Corporation to
change the name of the Corporation from Wild Wings, Inc. to
Red Oak Hereford Farms, Inc., provided that if that name is
not available through the State of Nevada, then the Board of
Directors is authorized to select a substitute name as may be
approved by such authorities which is similar to the proposed
name and compatible with business activities of the Company.
(ii) Increase the Board of Directors from three to seven
positions and to elect the following persons to the board of
directors of the Corporation upon the consummation of the
acquisition: Gordon Reisinger, John Derner, Charles Kolbe and
Leo M. DeSpain. Any vacancies on the Board of Directors will
be filled by the present directors and will serve until the
next annual meeting of shareholders. Upon effective date of
the acquisition, the existing Board of directors will resign.
(iii) Approve the sale of all of the assets of the Company's
business including the rights to the name Wild Wings to Wild
Wings Hunting and Sporting Clays Club, Inc., a Utah
corporation, for the sum of $51,000 plus the assumption of
certain liabilities of the Company associated with the assets
being sold.
<PAGE>
(iv) Approve the adoption of the Wild Wings 1997 Stock Option
Plan, that provides for qualified and non-qualified stock
options to be granted as incentive for key officers, employees
and consultants of the Company. The plan allocated up to
1,000,000 shares of the Company's common stock to the Wild
Wings 1997 Stock Option Plan. To date, no options have been
granted upon the plan.
Adopted effective this 14th day of March 1997.
/s/ Brenda Hall
---------------
Brenda Hall
<PAGE>
ARTICLES OF EXCHANGE
FOR THE EXCHANGE OF SHARES OF
RED OAK FARMS, INC., (an Iowa corporation) FOR SHARES
OF WILD WINGS, INC., (a Nevada corporation)
Pursuant to Nevada Revised Statutes 92A.200, Wild Wings, Inc., a Nevada
corporation ("Wild Wings"), as the acquiring corporation and Red Oak Farms,
Inc., an Iowa corporation ("Red Oak"), as the acquired corporation in the
exchange (the "Exchange") to be effected between Red Oak and Wild Wings, upon
the filing of these Articles of Exchange, have caused their Presidents and
Secretaries to execute these Articles of Exchange for the purpose of filing with
the State of Nevada, Secretary of State.
ARTICLE 1
The Plan of Exchange is as follows:
(a) Parties to the Exchange and Surviving Corporation. Red Oak will
exchange all of its issued and outstanding shares for 10,000,000 shares of Wild
Wings. Upon the filing of these Articles of Exchange with the State of Nevada,
Secretary of State, (the "Effective Time") Red Oak will become a wholly owned
subsidiary of Wild Wings. The exchange shall be pursuant to the provisions of,
and with the effect provided in Chapter 92A of Nevada Revised Statutes.
(b) Manner and Basis of Exchanging Shares. At the Effective Time, Red
Oak shall be acquired by Wild Wings and the shareholders of Red Oak shall be
issued 10,000,000 restricted common shares of Wild Wings plus options to acquire
an additional 3,000,000 common shares in exchange for all of the issued and
outstanding shares of Red Oak.
(c) Exchange of Certificates. At the Effective Time, holders of Red Oak
certificates, representing the total issued and outstanding shares of Red Oak,
shall deliver such certificates to Wild Wings in exchange for certificates of
Wild Wings.
(d) No Further Ownership Rights in Red Oak. All shares of Wild Wings
restricted common stock issued in the Exchange for Red Oak shares in accordance
with the terms hereof shall be deemed to have been issued in full satisfaction
of all rights pertaining to such shares of Red Oak, and there shall be no
further registration of transfers on the stock transfer books of Red Oak of the
shares of Red Oak which were outstanding immediately prior to the Effective
Time.
<PAGE>
ARTICLE II
The Plan of Exchange has been approved and adopted by the board of
directors of Red Oak and the board of directors of Wild Wings in the manner
provided by the Nevada Revised Statutes.
ARTICLE III
The plan of exchange was approved by the unanimous consent of the
owners of Red Oak. The plan of exchange was approved by the shareholders of Wild
Wings pursuant to Nevada Revised Statutes. Wild Wings has one class of voting
stock, designated as Common Stock, and 12,960,000 shares of such class were
issued and outstanding as of the record date of the vote taken to approve the
Plan of Exchange. The holders of the outstanding common stock of Wild Wings
constituted a single voting group for the purposes of voting on the Plan, and
each outstanding share of such common stock was entitled to one vote. 12,415,500
of the issued and outstanding shares of common stock of Wild Wings were voted
for the Plan of Exchange. The number of votes cast by the holders of Wild Wings
common stock for the Plan of Exchange was sufficient for approval by such
holders.
The complete executed plan of exchange in on file at the registered
office of Wild Wings.
ARTICLE IV
The Exchange shall take effect upon the effective date of these
Articles of Exchange. These Articles of Exchange shall become effective upon the
date they are filed with the State of Nevada, Secretary of State.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Exchange on behalf of Wild Wings this 14th day of March, 1997.
WILD WINGS, INC.,
a Nevada corporation
By: /s/ Brenda Hall
------------------------------------
Brenda Hall, President and Secretary
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
<PAGE>
On the 14th day of March, 1997, personally appeared before me Brenda
Hall and duly acknowledged to me that she is the person who signed the foregoing
instrument as President and Secretary that she has read the foregoing instrument
and knows the contents thereof and that the same is true of her own knowledge
except as to those matters upon which she operates on information and belief and
as to those matters believe her to be true.
------------------------------------ /s/ Ronald L. Poulton
Notary Notary Public ---------------------
Stamp Ronald L. Poulton NOTARY PUBLIC
2123 Ridgewood Way
Bountiful, Utah 84010 Residing in: Davis County
My Commission Expires
March 20, 1999
State of Utah
------------------------------------
My Commission Expires:
March 20, 1999
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Exchange on behalf of Red Oak this 15th day of March, 1997.
RED OAK FARMS, INC.,
an Iowa corporation
By: /s/ Gordon Reisinger By: /s/ David H. Ellicott
---------------- -----------------
Gordon Reisinger, President David H. Ellicott, Assistant
Secretary
STATE OF IOWA )
:ss
COUNTY OF MONTGOMERY )
On the 15th day of March, 1997, personally appeared before me Gordon
Reisinger and David H. Ellicott and duly acknowledged to me that they are the
persons who signed the foregoing instrument as President and Assistant Secretary
respectively and that they have read the foregoing instrument and know the
contents thereof and that the same is true of their own knowledge except as to
those matters upon which they operate on information and belief and as to those
matters believe them to be true.
/s/ Tami R. Ellicott
----------------
NOTARY PUBLIC
Residing in: Red Oak, Montgomery County
My Commission Expires:
December 18, 1998
<PAGE>
SECRETARY OF STATE
SEAL
STATE OF NEVADA
CERTIFICATE OF EXISTENCE
WITH STATUS IN GOOD STANDING
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that I am, by the laws of said State, the custodian of the
records relating to filings by corporation, limited-liability companies, limited
partnerships, and limited-liability partnerships pursuant to Title 7 of the
Nevada Revised Statutes which are either presently in a status of good standing
or were in good standing for a time period subsequent of 1976 and am the proper
officer to execute this certificate.
I further certify that the records of the Nevada Secretary of State, at the date
of this certificate, evidence, RED OAK HEREFORD FARMS, INC., as a corporation
duly organized under the laws of Nevada and existing under and by virtue of the
laws of the State of Nevada since December 6, 1994 and is in good standing in
this sate.
THE GREAT SEAL OF THE STATE OF IN WITNESS WHEREOF, I have hereunto
NEVADA set my hand and affixed the Great
Seal of State, at my office, in
Carson City, Nevada, on March 18,
1997.
/s/ Dean Heller
---------------
Secretary of State
By: /s/ D. Farmer
-----------------
Certification Clerk
