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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report: November 12, 1998
Commission File No.: 0-23920
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IAS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter.)
OREGON 91-1063549
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization.) Identification No.)
185 - 10751 SHELLBRIDGE WAY, RICHMOND, B.C., CANADA V6X 2W8
(Address of principal executive offices.)
(604) 278-5996
(Registrant's telephone number, including area code.)
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Item 5. Other matters
At the Annual Meeting of Shareholders on November 9, 1998, the shareholders
voted to amend Article II Section 1 of the bylaws of the Company to read as
follows:
Section 1. Number. The business and affairs of the Company shall be managed
by a board of not less than two (2) nor more than nine (9) directors, with the
number of directors to be determined by resolution of a majority of the Board of
Directors then in office. However no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director. Each director
shall hold office until the next annual shareholders' meeting, or until his or
her successor shall have been elected.
The shareholders also elected the following individuals to be directors of the
Company: Dr. James E. Smith, John G. Robertson, Paul Lamarche, Patrick Badgley
and James L. Vandeberg
Item 6. Resignation of Director
At the Board of Directors meeting following the Annual Meeting of Shareholders
on November 9, 1998, Dr. James E. Smith resigned as Chairman of the Board and a
director of the Company. The remaining directors then voted to set the number of
directors at four and elected John G. Robertson Chairman of the Board, President
and Chief Executive Officer.
Item 7. Financial Statements and Exhibits
3.3 Amended and Restated bylaws of the Company as of November 9, 1998
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATED: November 12, 1998 IAS COMMUNICATIONS, INC.
BY: /s/ John G. Robertson
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JOHN G. ROBERTSON, President
(Principal Executive Officer)
BY: /s/ Jennifer Lorette
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JENNIFER LORETTE, Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT 3.3
AMENDED AND RESTATED
BY-LAWS OF IAS COMMUNICATIONS, INC.
As of November 9, 1998
ARTICLE I
SHAREHOLDERS
Section 1. At least one meeting of the shareholders shall beheld in each
calendar year. Meetings of the shareholders may be held within or outside the
State of Oregon as the Board of Directors may determine; except as otherwise
determined, meetings of the shareholders shall be held at the corporate office
of the corporation.
Section 2. The regular annual meeting of the shareholders shall be held at the
corporate office of the corporation in the City of Richmond, B.C. , Canada, on
the last day in the month of May in each year, at the hour of 10:00 a.m. Should
said date in any year fall on a holiday, the regular annual meeting of
shareholders in such year shall be held at said hour on the next business day
thereafter.
Section 3. If more than eighteen (18) months are allowed to elapse without the
annual shareholders' meeting being held, any shareholder may call such meeting
to be held at the registered office of the corporation.
Section 4. Special meetings of the shareholders may be called at any time by
the Board of Directors. At any time upon written request of any director or of
any shareholder or shareholders holding in the aggregate one-fifth (1/5) of the
voting power of all shareholders, it shall be the duty of the Secretary to call
a special meeting of shareholders to be held at the registered office at such
time as the Secretary may fix, not less than ten (10) nor more than thirty-five
(35) days after the receipt of said request, and if the Secretary shall neglect
or refuse to issue such call, the director or shareholder or shareholders making
the request may do so.
Section 5. A written notice of all meetings of the shareholders stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than fifty (50) days before the day of the meeting,
either personally or by mail by the Secretary or person calling such meeting. If
such written notice is placed in the United States mail, postage prepaid,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, notice shall be deemed to have been given to him.
Notice of any
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shareholders' meeting may be waived in writing by any shareholder at any time.
Section 6. An entry of the service of notice of any meeting of shareholders,
given in the manner above provided, shall be made in the Minutes of the
proceedings of the shareholders, and such entry, if read and approved at a
subsequent meeting of the shareholders, shall be conclusive on the question of
such service.
Section 7. When all of the shareholders are present at any meeting, however
called or notified, and sign a written consent thereto, and such written consent
is made a part of the records of such meeting, the proceedings had at such
meeting are valid, irrespective of the manner in which the meeting is called.
Section 8. A shareholders' meeting duly called can be organized for the
transaction of business whenever a quorum is present. The presence, in person or
by proxy, of the holders of a majority of the voting power of all shareholders
shall constitute a quorum for any and all purposes, including the election of
directors. Notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, the shareholders remaining at the duly organized meeting can
continue to do business until adjournment, provided that in order to constitute
the valid transaction of business at least a majority of the original quorum
must vote in favor of each matter.
Section 9. An adjournment or adjournments of any annual or special meeting may
be taken without new notice being given, but any meeting at which directors are
to be elected shall he adjourned only from day to day until such directors have
been elected. If a meeting cannot be organized because a quorum has not
attended, those present may adjourn the meeting to such time and place as they
may determine until a quorum shall attend, such adjournment and the reasons
therefor being recorded in the journal of the proceedings of the shareholders;
and when a quorum shall attend, any business may be transacted which might have
been transacted at any meeting had the same been held on the day on which the
same was originally appointed or called; but in the case of any meeting called
for the election of directors, those who attend the second of such adjourned
meetings, although less than a quorum, shall nevertheless constitute a quorum
for the purpose of electing directors.
Section 10. The President, or in his absence, the Vice-President, or in the
absence of the President and Vice-President, a Chairman elected by the
shareholders present, shall call the meeting of the shareholders to order, and
shall act as the presiding officer thereof.
Section 11. The Secretary of the corporation shall act as secretary to all
meetings of the shareholders, and in his
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absence, the presiding officer may appoint any person to act as Secretary.
Section 12. At the annual meeting of the shareholders, held in each year, the
shareholders entitled to vote shall elect by ballot a Board of Directors as
constituted by these By-Laws and the Articles of Incorporation of this
corporation. In the election of directors, every shareholder of record shall
have the right to multiply the number of votes to which he is entitled by the
number of directors to be elected, and shall cast such votes equally among those
candidates he or she wishes to elect.
Section 13. At each meeting of the shareholders, each shareholder shall have
the right to vote, in person or by proxy, the number of shares entitled to vote
standing in his own name on the books of the corporation, at least ten (10) days
prior thereto.
Section 14. All proxies must be in writing, executed by the shareholders
themselves, or by their duly authorized attorneys in fact, and must be filed
with the Secretary of the corporation at or before the meeting of the
shareholders.
ARTICLE II
DIRECTORS
Section 1. Number. The business and affairs of the Company shall be managed by
a board of not less than two (2) nor more than nine (9) directors, with the
number of directors to be determined by resolution of a majority of the Board of
Directors then in office. However no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director. Each director
shall hold office until the next annual shareholders' meeting, or until his or
her successor shall have been elected.
Section 2. Qualification of Directors: Any person of lawful age, whether or
not owning any share of stock of this corporation, may be elected a director of
this corporation.
Section 3. Term: Each director shall hold office for one year, or for such
period as he may have been appointed and until his successor shall have been
elected and shall qualify. The entire Board of Directors or any individual
director, at a special meeting of the shareholders called for that purpose, may
be removed from office by a vote of shareholders holding a majority of the
outstanding shares entitled to a vote at an election of directors. If the Board
or anyone or more directors is so removed, new directors may be elected at the
same meeting. Unless the entire Board is removed, no individual director shall
be removed in case the votes of a sufficient number of shares are cast against
the Resolution for his removal, which, if cumulatively voted at an election of
the full Board, would be sufficient to elect one or more directors.
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Section 4. Vacancies: Whenever any vacancy shall happen among the directors
by death, resignation or otherwise, except by removal and the election of his
successor as above provided, it shall be filled by appointment of the Board of
Directors. Such director so appointed shall hold office until his successor is
elected at the next annual meeting of -shareholders, -or at any special meeting
duly called for that purpose prior thereto.
Section 5. Purpose of Meetings: Immediately after the annual meeting of the
shareholders and the election of directors, the directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business.
Section 12. Executive Committee: The Board of Directors may, by Resolution,
passed by a majority of the whole Board, designate two (2) or more of their
number to constitute an Executive Committee, who, to the extent provided in said
Resolution, shall have and exercise the authority of the Board of Directors in
the management of the business of the corporation.
Section 13. Compensation: The compensation of the directors shall be fixed by
the shareholders.
ARTICLE III
OFFICERS
Section 1. The Board of Directors shall elect a President, a Secretary, a
Treasurer and may elect one or more Vice-Presidents
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Section 2. None of said officers, except the President, need be a director,
but a Vice-President who is not a director cannot succeed to or fill the office
of President. Any two or more offices may be held by the same person except the
offices of President and Secretary unless all of the issued and outstanding
stock of the corporation is owned of record by one shareholder in which case
such shareholder may hold all or any combination of offices. The officers shall
be elected at the first meeting of directors after the annual shareholders'
meeting, or other shareholders' meeting for the election of directors, and the
officers shall hold office for one year and until their successors are elected
and qualified; provided, however, that the Secretary and Treasurer may be
removed by the Board of Directors at anytime with or without cause.
Section 3. The Board of Directors may also appoint such other officers, agents
and employees of the corporation as they may deem proper. The Board of
Directors may delegate the power of appointment and removal and the power to fix
the compensation or such other officers, agents and employees to any officer of
the corporation. Except as above provided, the compensation of the executive
officers and of other officers, agents and employees of the corporation shall be
fixed by the Board of Directors.
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Section 4. Any officer or agent may be removed by the Board of Directors
whenever, in their judgment, the best interests of the corporation will be
served thereby. Such removal, however, shall he without prejudice to the
contract rights of any such person.
Section 5. Officers and directors shall be deemed to stand in a fiduciary
relation to the corporation and shall discharge the duties of their respective
positions in good faith and with that diligence, care and skill which ordinarily
prudent men would exercise under similar circumstances in like positions.
Section 6. Meetings: Meetings of the Board of Directors may be held at such
time and place within or without the State of Oregon as the Board may from time
to time appoint.
Section 7. Special Meetings: Special meetings of the Board of Directors
shall he called at any time on the order of the President or on the order of two
(2) directors.
Section 8. Notices: Notices of special meetings of the Board of Directors
stating the time and in general terms the purpose or purposes thereof, shall be
either mailed, telefaxed or personally delivered to each director not later than
the day before the day appointed for the meeting. An entry of the service of
notice, given in the manner above provided, shall be made in the Minutes of the
proceedings of the Board of Directors, and such entry, if read and approved at
.a subsequent meeting of the Board of Directors, shall be conclusive on the
question of service. If all the directors shall be present at any directors'
meeting, however called or noticed, and sign a written consent thereto, which is
entered on the record of such meeting, or if the majority of the directors are
present, and those not present sign a written waiver or notice of such meeting,
which said waiver shall be filed with the Secretary of the corporation and
entered on the record of such meeting, any business may be transacted at such
meeting and the transactions of such meeting shall be as valid as if they had
been made at a meeting regularly called or noticed.
Section 9. Addresses: Each director shall register his address with the
Secretary of the corporation and notices of meetings mailed or telefaxed to such
address shall he valid notices thereof.
Section 10. Quorum: A majority of the whole number of directors shall
constitute a quorum for the transaction of business, and every act or decision
of a majority of the directors present at a meeting at which a quorum is
present, made or done when duly assembled, shall be valid as the act of the
Board of Directors; but a majority of those present at the time and place of
'any stated or special meeting, although less than a quorum, may adjourn from
day to day, or from time to time, without further notice, until a quorum shall
attend; and when a quorum shall
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attend, any business may be transacted which might have been transacted at the
meeting had the same been held on the day on which the same was originally
appointed or called.
Section 11. Powers of Directors: The Board of Directors shall have full
power to borrow money on behalf of the corporation, including the power and
authority to borrow money from any of the shareholders, directors or officers of
the corporation, and otherwise to incur indebtedness on promissory notes or
other evidences of indebtedness of the corporation, and to agree to pay interest
thereon; to sell, convey, alienate. transfer, assign, exchange, lease and
otherwise dispose of, mortgage, pledge, hypothecate and otherwise encumber the
property, real and personal, on behalf of the corporation; and generally to do
and perform or cause to be done and performed, any and every act which the
corporation may lawfully do and perform.
ARTICLE IV
PRESIDENT
Section 1. The President shall be the chief executive officer of the
corporation. He shall preside at all meetings of the shareholders and of the
Board of Directors. He shall have general charge of the business of the
corporation, shall execute, with the Secretary, in the name of the corporation,
all deeds, bonds, contracts and other obligations and instruments authorized by
the Board of Directors to be executed, and with the Secretary, shall sign all
certificates of the shares of the corporation.
Section 2. The President shall also have such other powers and shall perform
such other duties as may be assigned to him by the Board of Directors.
ARTICLE V
VICE-PRESIDENT
Section 1. The Vice-President, if appointed, shall be vested with all the
powers and shall perform all the duties of the President in case of the absence
or disability of the President.
Section 2. The Vice-President shall also have such other powers and shall
perform such other duties as may be assigned to him by the Board of Directors.
ARTICLE VI
SECRETARY
Section 1. The Secretary shall keep the Minutes of all
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proceedings of the shareholders and of the Board of Directors in books provided
for that purpose. He shall attend to the giving and serving of notices of all
meetings of the shareholders and of the Board of Directors and otherwise. He
shall execute, with the President, in the name of the corporation, all deeds,
bonds, contracts and other obligations and instruments authorized by the Board
of Directors to be executed, and, with the President, shall sign all
certificates for shares of the corporation. He shall be the custodian of the
corporation's seal, and when so ordered by the Board of Directors, shall affix
the seal to deeds, bonds, contracts and other obligations and instruments. He
shall keep and have charge of the Minutes of the meetings of the Board of
Directors and of the shareholders, the share and transfer book, the book of
share certificates, the book of By-Laws, and such other books and papers as the
Board of Directors may direct. He shall, in general, perform all the duties
incident to the office of Secretary, subject to the control of the Board of
Directors.
Section 2. In case .of absence or disability .of the Secretary, or his refusal
or neglect to act, notices may be given and served by the President or by any
person so authorized by the President, or by the Board of Directors. An
assistant secretary may be appointed at the discretion of the Board of Directors
to otherwise exercise the duties and powers of a Secretary in his absence or
disability.
ARTICLE VII
VACANCIES
Section 1. If the office of the President, Vice-President, or Secretary
becomes vacant by reason of death, resignation, removal or otherwise, the Board
of Directors shall elect a successor who shall hold office for the unexpired
term and until his successor is elected.
ARTICLE VIII
SHARES AND CERTIFICATES FOR SHARES
Section 1. Certificates for shares of the corporation shall be issued only
when fully paid for.
Section 2. The certificates shall be in such form and device as shall be
provided by the Board of Directors, and shall be signed by the President, or the
Vice-President, and by the Secretary, and the seal of the corporation shall be
affixed thereto, except when the Board of Directors shall provide that
certificates may be signed by the transfer agent or registrar, the signatures of
the corporate officers and corporate seal may be facsimiles engraved or printed.
All certificates of stock shall comply with all relevant statutory requirements.
Section 3. No new certificate shall be issued until the former certificate for
the shares represented thereby shall have been
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surrendered and cancelled, except in the case of lost or destroyed certificates
and in that case only after the receipt of a bond or other security or
undertaking of a responsible party satisfactory to the Board of Directors
indemnifying the corporation and all persons against loss in consequence of the
issuance of such new certificate.
Section 4. Shares of the corporation may be transferred by endorsement by the
signature of the owner, his agent, attorney or legal representative, and the
delivery of the certificate; but no transfer shall be valid except between the
parties thereto until the same shall have been entered upon the books of the
corporation, so as to show the names of the parties, by and to whom transferred,
the numbers and designations of the shares, and the date of the transfer.
Section 5. A subscriber becomes a shareholder upon the allotment of shares to
him. The person registered on the books of the company as the owner of the
shares shall be recognized by the company as the person exclusively entitled to
have and to exercise the rights and privileges incident to the ownership of such
shares, or to hold liable for costs and assessments.
Section 6. Subscriptions for shares of this corporation shall be in writing
and in such form and upon such conditions as the Board of Directors may
determine.
Section 7. No allotment of shares shall be made except pursuant to
subscription or to stock dividend.
ARTICLE IX
REIMBURSEMENT FOR DISALLOWED EXPENSES
Section 1. Any payments made to an officer or shareholder/employee of the
corporation (such as salary, bonus, interest or reimbursement for expenses
incurred by him) which the Internal Revenue Service disallows in whole or in
part as a deductible expense shall be reimbursed by such officer or
shareholder/employee to the corporation to the full extent of such disallowance.
It shall be the duty of the directors, as a Board to enforce payment of such.
ARTICLE X
SEAL
Section 1. The Board of Directors shall provide a suitable seal for the
corporation, which shall be in circular form and which shall contain the
following inscription:,
IAS COMMUNICATIONS INC. CORPORATE SEAL
1994 OREGON
ARTICLE XI
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AMENDMENTS
Section 1. These By-Laws or any part thereof may be repealed or amended, or
new By-Laws may be adopted, at any annual directors' meeting or at any other
meeting of the directors called for that purpose, subject to Article II, Section
I hereof.
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