Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1 Registration Statement (General Form) -- forms_1 HTML 1.54M
2: EX-3.1 Articles of Incorporation HTML 6K
3: EX-3.2 By-Laws HTML 55K
4: EX-3.3 Certificate of Amendment HTML 5K
5: EX-3.4 Certificate of Registration of Extra Provincial HTML 8K
Corp
6: EX-5.1 Legal Opinion HTML 18K
7: EX-10.1 Vend-In Agreement HTML 263K
8: EX-10.2 Consulting Agreement HTML 115K
9: EX-10.3 Additional Property Agreement HTML 25K
10: EX-14 Code of Ethics HTML 45K
11: EX-23.1 Consent of Auditor HTML 8K
12: EX-23.2 Consent of Lawyer HTML 10K
Section
1. The
registered office of this corporation is in the city of Henderson,
Nevada.
Section
2. The
corporation may also have offices at other places both within and without the
State of Nevada as the directors may determine or the business of the
corporation may require.
ARTICLE
2
Meetings
of Stockholders
Section
1. Annual
meetings of the stockholders must be held at the registered office of the
corporation or at any other place within or without the State of Nevada as the
directors may decide. Special meetings of the stockholders may be
held at the time and place within or without the State of Nevada as is stated in
the notice of the meeting, or in a duly executed waiver of notice.
Section
2. Annual
meetings of the stockholders must be held on the anniversary date of
incorporation each year if it is not a legal holiday and, and if it is a legal
holiday, then on the next secular day following, or at another time as the
directors may decide, at which the stockholders will elect the directors and
transact any other business that is properly before the meeting.
Section
3. The
president or the secretary may, by resolution of the directors or on the written
request of the stockholders owning a majority of the issued and outstanding
shares and entitled to vote, call special meetings of the stockholders for any
purpose unless otherwise prescribed by statute or by the articles of
incorporation. A request must state the purpose of the proposed
meeting.
Section
4. Notices
of meetings must be written and signed by the president or vice-president or the
secretary or an assistant secretary or by any other person designated by the
directors. The notice must state the purpose for which the meeting is
called and the time and the place, which may be within or without the
State, where it is to be held. A copy of the notice must be either
delivered personally or mailed, postage prepaid, to each stockholder of record
entitled to vote at the meeting not less than 10 and not more than 60 days
before the meeting. If it is mailed, it must be directed to a
stockholder at the address that appears upon the records of the corporation and
is deemed to be delivered to the stockholder when it is deposited into the
mail. If a stockholder is a corporation, association or partnership,
the notice is deemed to have been delivered to the stockholder it is delivered
personally to an officer of the corporation or association, or to any member of
a partnership. A transferee is not entitled to notice of a meeting if
the stock is transferred after the notice is delivered and before the meeting is
held.
Section
5. Business
transactions at any special meeting of stockholders is limited to the purpose
stated in the notice.
Section
6. The
holders of one-third of the stock issued and outstanding and entitled to vote
and present in person or represented by proxy, constitutes a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided by statute or by the articles of incorporation. If a quorum
is not present or represented at any meeting of the stockholders, the
stockholders who are entitled to vote and present in person or represented by
proxy may adjourn the meeting from time to time, without notice other than
announcements at the meeting. At such adjourned meeting, the quorum
shall be equal to the number of issued and outstanding shares of the corporation
present in person or by proxy and any business may be transacted at the
adjourned meeting as originally notified. The shareholders present at
a duly organized meeting may continue to transact business until adjournment of
the meeting, notwithstanding the withdrawal of shareholders from the meeting so
that less than a quorum remains.
Section
7. When
a quorum is present or represented at any meeting, the vote of the holders of
10% of the stock having voting power present in person or represented by proxy
is sufficient to elect directors or to decide any question brought before the
meeting unless the statute or the articles of incorporation specify that the
question requires that a different percentage is required to decide
the question.
Section
8. Each
stockholder of record of the corporation is entitled at each meeting of the
stockholders to one vote for each share standing in his name on the books of the
corporation. Any stockholder may demand that the vote for directors
and any question before the meeting be by ballot.
Section
9. At
any meeting of the stockholders any stockholder may be represented and vote by a
proxy or proxies appointed by in writing. If the written proxy
designates two or more persons to act as proxies, a majority of the designated
persons present at the meeting, or one if only one is present, has the powers
conferred by the written instruction. No proxy or power of attorney
to vote may be voted at a meeting of the stockholders unless it has been filed
with the secretary of the meeting when required by the inspectors of
election. All questions regarding the qualifications of voters, the
validity of proxies, and the acceptance or rejection of votes must be decided by
the inspectors of election who are appointed by the directors, or if not
appointed, then by the officer presiding at the meeting.
Section
10. Any
action that may be taken by the vote of the stockholders at a meeting may be
taken without meeting if it is authorized by the written consent of stockholders
holding at least a majority of the voting power, unless the provisions of the
statute or the articles of incorporation require a greater proportion of voting
power to authorize the action, in which case the greater proportion of written
consents is required.
ARTICLE
3
Directors
Section
1. The
directors must manage business of the corporation and they may exercise all the
powers of the corporation and do any lawful thing unless the statute or the
articles of incorporation or these bylaws specify that the stockholders have the
power to do the thing.
Section
2. The
number of directors that constitutes the whole board may not be less than one
or more than eight. The directors at any time may increase
or decrease the number of directors to not less than one and not more than
eight. The stockholders will elect the directors at the annual
meeting of the stockholders and, except as provided in section 3 of this
article, each director’s term of office will be one year or until a successor is
elected and qualified. Directors may be re-elected for successive
annual terms. Directors need not be stockholders.
Section
3. A
majority of the remaining directors, even if they are less than a quorum, or a
sole remaining director may fill any vacancies in the board of directors,
including those caused by an increase in the number of directors, and each
director so elected holds office until a successor is elected at the annual or a
special meeting of the stockholders. The holders of a two-thirds of
the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the directors by voting at a
meeting called for the purpose or by a written statement filed with the
secretary or, if the secretary is absent, with any other officer. The
removal is effective immediately even if successors are not elected
simultaneously, and the resulting vacancies on the board of directors may be
filled only from the stockholders.
A vacancy on the board of directors is
deemed to exist if a director dies, resigns or is removed, or if the authorized
number of directors is increased, or if the stockholders fail to elect the
number of directors to be elected t any annual or special meeting of
stockholders at which any director is to be elected.
The
stockholders may elect a director at any time to fill any vacancy not
filled by the directors. If the directors accept the
resignation of a director tendered to take effect at a future time, the
board or the stockholders may elect a successor to take office when the
resignation becomes effective.
Neither
the directors nor the stockholders can reduce the authorized number of directors
to cause the removal of any director before the expiration of his term of
office.
ARTICLE
4
Meeting
of the Board of Directors
Section
1. Regular
meetings of the board of directors must be held at any place within or without
the State that is designated by a resolution of the board or the written consent
of all members of the board. In the absence of a designation, regular
meetings must be held at the registered office.
Section
2. The
first meeting of each newly elected board of directors should be held
immediately following the adjournment of the meeting of stockholders and at the
place of the meeting. A notice of the meeting is not necessary in
order legally to constitute the meeting if a quorum is present. If
the meeting is not held then, it may be held at the time and place that is
specified in a notice given as these bylaws provide for special meetings of the
directors.
Section
3. Regular
meetings of the board of directors may be held without call or notice at the
time and at the place that is fixed by the directors.
Section
4. Special
meetings of the directors may be called by the chairman or the president or by
the vice-president or by any two directors.
Written
notice of the time and place of special meetings must be delivered personally to
each director, or sent to each director by mail or by other form of written
communication, charges prepaid, addressed to the director at the address as it
is shown upon the records or, if not readily ascertainable, at the place in
which the meetings of the directors are regularly held. If the notice
is mailed or telegraphed, it will be deposited in the postal service or
delivered to the telegraph company at least 48 hours before the meeting is
scheduled to start. If the notice is delivered or faxed, it must be
delivered or faxed at least 24 hours before the meeting is scheduled to
start. Delivery as described in this article is be legal and
sufficient notice to the director.
Section
5. Notice
of the time and place for convening an adjourned meeting need not be given to
the absent directors if the time and place has been fixed at the meeting
adjourned.
Section
6. The
transaction of business at any meeting of the directors, however called and
noticed or wherever held, is as valid as though transacted at a meeting duly
held after regular call and notice if a quorum is present and if, either before
or after the meeting, each of the directors not present signs a written waiver
of notice or a consent to meeting’s being held, or written approvals are filed
with the corporate records or made a part of the minutes of the
meeting.
Section
7. A
majority of the authorized number of directors constitutes a quorum for the
transaction of business, except to adjourn as described in these
bylaws. Every decision made by a majority of the directors present at
a meeting duly held at which a quorum is present is deemed to be the decision of
the board of directors unless a greater number is required by law or by the
articles of incorporation. Any action of a majority, although not at
a regularly called meeting, and the record of it if the other
directors have consented in writing, is as valid and effective in all respects
as if it were passed by the board in regular meeting.
Section
8. A
quorum of the directors may adjourn any directors’ meeting to meet again at a
stated day and hour; but, in the absence of a quorum, a majority of the
directors present at any directors’ meeting, either regular or special, may
adjourn the meeting to the next regular meeting of the board.
Section
9. Any
action required or permitted to be taken by the vote of the directors at a
meeting may be taken without a meeting if, before or after the action, it is
authorized by the written consent of all the directors.
Section
1. The
directors may, by resolution adopted by all of them, designate one or more
committees of the directors, each to consist of two or more of the
directors. A committee may exercise the power of the whole board in
the management of the business of the corporation and may authorize the fixing
of the seal of the corporation to any document that requires it. The
directors may name the committee. The members of the committee
present at any meeting and not disqualified from voting may, whether or not they
constitute a quorum, unanimously appoint another member of the board to act at
the meeting in the place of any absent or disqualified member. The
consent of a majority of the members or alternate members at any meeting of a
committee that has a quorum is required to approve any act of the
committee.
Section
2. The
committee must keep regular minutes of their proceedings and report them to the
whole board.
Section
3. Any
action that must or may be taken at meetings of the directors or any committee
of them may be taken without a meeting if the directors on the board or
committee consent unanimously in writing and the written consent is filed with
the minutes of the proceedings of the board or committee.
ARTICLE
6
Compensation
of Directors
Section
1. The
directors may be paid their expenses for attending each meeting of the directors
and may be paid a fixed sum for attendance at each meeting of the directors or a
stated salary as director. No payment precludes any
director from serving the corporation in any other capacity and being
compensated for the service. Members of special or standing
committees may be allowed like reimbursement and compensation for attending
committee meetings.
ARTICLE
7
Notices
Section
1. Notices
to directors and stockholders must be written and delivered personally or mailed
to the directors or stockholders at their addresses as they appear on the books
of the corporation. Notices to directors may also be given by fax and
by telegram. Notice by mail, fax or telegram is deemed to be given
when the notice is mailed, faxed or telegraphed.
Section
2. Whenever
all parties entitled to vote at any meeting, whether of directors or
stockholders, consent, either by writing on the records of the meeting or filed
with the secretary, or by their presence at the meeting or oral consent entered
on the minutes, or by taking part in the deliberations at the meeting without
objection, the doings of the meeting are as valid as if they were done at a
meeting regularly called and noticed, and at the meeting any business may be
transacted that is not excepted from the written consent if no objection for
want of notice is made at the time and, if any meeting is irregular for want of
notice or consent and a quorum was present at the meeting, the proceedings of
the meeting may be ratified and approved and rendered valid and the irregularity
or defect is waived
if all
parties having the right to vote at the meeting consent in
writing. The consent or approval of stockholders may be by proxy or
attorney, but all the proxies and powers of attorney must be in
writing.
Section
3. Whenever
any notice is required to be given under the provisions of the statute, the
articles of incorporation or these bylaws, a written waiver signed by the
persons entitled to the notice, whether before or after the time stated, is
deemed to be equivalent.
Section
1. The
directors will choose the officers of the corporation. The offices to
be filled are president, secretary and treasurer. A person may hold
two or more offices.
Section
2. The
directors at their first meeting after each annual meeting of stockholders will
choose a chairman of the board of directors from among themselves, and will
choose a president, a secretary and a treasurer, none of whom must be
directors.
Section
3. The
directors may appoint a vice-chairman of the board, vice-presidents and one or
more assistant secretaries and assistant treasurers and other officers and
agents as it deems necessary to hold their offices for the terms and exercise
the powers and perform the duties determined by the directors.
Section
4. The
directors will fix the salaries and compensation of all officers of the
corporation.
Section
5. The
officers of the corporation hold their offices at the pleasure of the
directors. Any officer elected or appointed by the directors may be
removed any time by the directors. The directors will fill any
vacancy occurring in any office of the corporation by the death, resignation,
removal or otherwise.
Section
6. The
chairman of the board
will preside at meetings of the stockholders and of the directors and will see
that the orders and resolutions of the directors are carried into
effect.
Section
7. The
vice-chairman will, if
the chairman is absent or disabled, perform the duties and exercise the powers
of the chairman of the board and will perform other duties as the
directors may prescribe.
Section
8. The
president is the chief
executive officer of the corporation and will manage the business of the
corporation. He will execute on behalf of the corporation all
instruments requiring execution unless the signing and execution of
them is expressly designated by directors to some other officer or agent of the
corporation.
Section
9. The
vice-presidents will act
under the direction of the president and, if the president is absent or
disabled, will perform the duties and exercise the powers of the
president. They will perform the other duties and have the other
powers prescribed by the president or directors. The directors may
designate one or more executive vice-presidents and may specify the order of
seniority of the vice-presidents. The duties and powers of the
president descend to the vice-presidents in the specified order of
seniority.
Section
10. The
secretary will act under
the direction of the president; will attend and record the proceedings at all
meetings of the directors and the stockholders and at the standing committees
when required; will give or cause to be given notice of all meetings of the
stockholders and special meetings of the directors; and will perform other
duties that are prescribed by the president or the directors.
Section
11. The
assistant secretaries
will act under the direction of the president in the order of their seniority
unless the president or the directors decide otherwise, and they will perform
the duties and exercise the powers of the secretary if the secretary is absent
or disabled. They will perform other duties and have the other powers
that are prescribed by the president and the directors.
Section
12. The
treasurer will (I) act
under the direction of the president with custody of the corporate funds and
securities; (ii) keep full and accurate accounts of receipts and disbursements
in books belonging to the corporation; (iii) deposit all money and other
valuable effects in the name and to the credit of the corporation in the
depositories that are designated by the directors; (iv) disburse the funds of
the corporation as ordered by the president or the directors, taking proper
vouchers for the disbursements; and (v) render to the president and the
directors, at their regular meetings or when the directors require, an account
of all the transactions undertaken by the treasurer and of the financial
condition of the corporation.
If the
directors require, the treasurer will give the corporation a bond in the sum and
with the surety that is satisfactory to the directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, if he dies, resigns, retires or is removed from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
Section
13. The
assistant treasurers in
order of their seniority, or as determined by the president or the directors,
will perform the duties and exercise the powers of the treasurer if the
treasurer is absent or disabled. They will perform the other duties
and have the other powers that are prescribed by the president or the
directors.
ARTICLE
9
Certificates
of Stock
Section
1. Every
stockholder is entitled to have a certificate signed by the president or a
vice-president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation, that certifies the number of shares
owned by him in the corporation. If the corporation is authorized to
issue more than one class of stock or more that one series of any class, the
designations, preferences and relative, participating, optional or other special
rights of the various classes of stock or series and the qualifications,
limitation or restrictions of the rights, must be described in full or
summarized on the face or back of the certificate that the corporation issues to
represent the stock.
Section
2. If
a certificate is signed (a) by a transfer agent other than the
corporation or its employees or (b) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be
facsimiles. If any officer who has signed or whose facsimile
signatures has been placed upon a certificate ceases to be the officer before
the certificate is issued, the certificate may be issued with the same effect as
though the person had not ceased to be the officer. The seal of the
corporation or a facsimile of it may, but need not be, affixed to certificates
of stock.
Section
3. The
directors may direct that a new certificate be issued in place of any
certificate issued by the corporation that is alleged to have been lost or
destroyed if the person claiming the loss or destruction of the certificate
makes an affidavit of that fact. When they authorize the issuance of
a new certificate, the directors may, in their discretion and as a condition
precedent to the issuance of the new certificate, require that the owner of the
lost or destroyed certificate or his legal representative advertise the loss as
it requires or give the corporation a bond in the sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.
Section
4. When
a certificate for shares, duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, is surrendered to the
corporation or the corporation’s transfer agent, the corporation must, if it is
satisfied that it complies with the laws and regulations applicable to the
corporation regarding the transfer and ownership of shares, issue a new
certificate to the person entitled to it and will cancel the old certificate and
record the transaction upon its books, subject to the provisions of the
corporation’s Articles and these By-laws and to restrictions on transfer, if
any, contained in these By-laws. If the corporation is not a
reporting corporation with its shares listed for trading then no shares can be
transferred without the consent of the directors expressed by a resolution of
the board of directors. The board of directors will not be required
to give any reason for refusing to consent to any such proposed
transfer.
Section
5. The
directors may fix in advance a date not more than 60 days and not less than 10
days before the date of any meeting of stockholders, or the date of the payment
of any dividend, or the date of the allotment of rights, or the date when any
change or conversion or exchange of capital stock is effective, or a date in
connection with obtaining the consent of stockholders for any purpose, as a
record date for the determination of the stockholders entitled to notice of and
to vote at any meeting or adjournment, or entitled to be paid
any dividend, or to consent to any matter for which stockholders’
consent is required, and, in any case, only the stockholders who are
stockholders of record on the date so fixed are entitled to notice of and to
vote as the meeting or any adjournment, or to be paid a dividend, or to be
allotted rights, or to exercise the rights, or to consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
the record date is fixed.
Section
6. The
corporation is entitled to recognize the person registered on its books as the
owner of the share as the exclusive owner for all purposes including voting and
dividends, and the corporation is not bound to recognize any other person’s
equitable or other claims to or interest in the shares, whether it has express
or other notice of a claim, except as otherwise provided by the laws of
Nevada.
Section
1. The
directors may declare dividends upon the capital stock of the corporation,
subject to the provisions of the articles of incorporation, if any, at any
regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property or in shares of the capital stock, subject to the provisions
of the articles of incorporation.
Section
2. Before
it pays any dividend, the corporation may set aside out of any funds of the
corporation available for dividends the sum that the directors, in their
absolute discretion, think proper as a reserve to meet contingencies, or for
equalizing dividends, or for repairing and maintaining any property of the
corporation, or for the another purpose that the directors determine are in the
interests of the corporation, and the directors may modify or abolish any the
reserve in the manner that it was created.
Section
3. All
checks or demands for money and notes of the corporation must be signed by the
officers or other persons that are designated by the directors.
Section
4. The
directors will fix the fiscal year of the corporation.
Section
5. The
directors may resolve to adopt a corporate seal for the
corporation. The name of the corporation must be inscribed on the
seal with the words “Corporate Seal” and “Nevada”. The seal may be
used by causing it or a facsimile of it to be impressed or affixed or in any
manner reproduced.
ARTICLE
11
Acquisition
of Controlling Interested
Section
1. The
provisions of NRS 76.378 to 78.3793 and any amendments to the Private
Corporations Act (Nevada) that pertain to the acquisition of a controlling
interest do not apply to the corporation.
ARTICLE
12
Indemnification
Section
1. Every
person who was or is a party or is a threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, because he or a person whom he legally
represents is or was a director or officer of the corporation or is or was
serving at the request of the corporation or for its benefit as a director or
officer of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise, is indemnified and held harmless to the
fullest legally permissible under the General Corporation Law of the State of
Nevada from time to time against all expenses, liability and loss (including
attorney’s fees, judgments, fines and amounts paid or to be paid in settlements)
reasonably incurred or suffered by him in connection with his
acting. The expenses of officers and directors incurred in defending
a civil or criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. The right of indemnification is a contract right that
may be enforced in any manner desired by the person. The right of
indemnification does not extinguish any other right that the directors, officers
or representatives may have or later acquire and, without limiting the
generality of the statement, they are entitled to their respective rights of
indemnification under any bylaw, agreement, vote of stockholders, provision of
law or otherwise, as well as their rights under this article.
Section
2. The
directors may cause the corporation to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against the person and
incurred in any capacity or arising out of the status, whether or not the
corporation would have the power to indemnify the person.
Section
3. The
directors may adopt other bylaws regarding indemnification and may amend the
bylaws to provide at all times the fullest indemnification permitted by the
General Corporation Law of the State of Nevada.
ARTICLE
13
Amendments
Section
1. The
bylaws may be amended by the majority vote of all the record holders of stock
issued and outstanding and entitled to vote at any annual or special meeting of
the stockholders, if the notice of the meeting contains a notice of the
intention to amend.
Section
2. The
directors by a majority vote of the whole board of directors at any meeting may
amend these bylaws, including bylaws adopted by the stockholders, but the
stockholders may specify particulars of the bylaws that cannot be amended by the
board of directors.
I, Lee
Costerd, certify that I am the secretary of Wolverine Exploration
Inc. and that the foregoing bylaws consisting of 8 pages constitute the code of
bylaws of this corporation as duly adopted at a regular meeting of the directors
of the corporation held on May 7, 2007