Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration of Securities by a Small-Business 49± 204K
Issuer
2: EX-3 Articles of Incorporation 4± 19K
3: EX-3 By-Laws 12± 46K
4: EX-5 Legal Opinion 2± 9K
5: EX-10 Material Contract 10± 38K
6: EX-10 Material Contract 5± 20K
7: EX-10 Material Contract 21± 75K
8: EX-23 Auditor's Consent 1 7K
EX-3 — By-Laws
EXHIBIT 3(b): Bylaws of the Company Adopted on October 26, 2001.
BY-LAWS
OF
iWIZARD HOLDING, INC.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of
Nevada shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or without
the State of Nevada, as the Board of Directors may designate or
as the business of the Corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the 26th day in the month of
October in each year, beginning with the year 2002, at the hour
of 12 o'clock p.m., for the purpose of electing Directors and for
the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next business
day. If the election of Directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or
at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders
as soon thereafter as soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the President at the
request of the holders of not less than fifty percent (50%) of
all the outstanding shares of the Corporation entitled to vote at
the meeting.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Nevada, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting. A
waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the
State of Nevada, unless otherwise prescribed by statute, as the
place for the holding of such meeting. If no designation is
made, the place of the meeting will be the principal office of
the Corporation.
SECTION 4. Notice of Meeting. Written notice 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 unless otherwise prescribed by statute, be delivered not
less than ten (10) days nor more than sixty (60) days before the
date of the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail, addressed
to the shareholder at his/her address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Record.
For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be
closed for a stated period, but not to exceed in any case fifty
(50) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for
at least ten (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 shareholders, such date in any case to be not
more than fifty (50) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not
closed and no record date is fixed for determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make a complete list of the shareholders entitled to vote
at each meeting of shareholders or at any adjournment thereof,
arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and
kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole
time of the meeting for the purposes thereof.
SECTION 7. 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 shareholders.
If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by
the shareholder by his/her duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting.
SECTION 9. Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
SECTION 10. 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 Bylaws 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 voted 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 the 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 to do so be contained in an
appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Shares of its own stock belonging to the Corporation 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 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to
vote with respect to the subject matter thereof.
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors shall be
responsible for the control and management of the affairs,
property and interests of the Corporation and may exercise all
powers of the Corporation, except as are in the Certificate of
Incorporation or by statute expressly conferred upon or reserved
to the shareholders.
SECTION 2. Number, Tenure and Qualifications. The number
of directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than one (1). Each
director shall hold office until the next annual meeting of
shareholders and until his/her successor shall have been elected
and qualified.
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than this
Bylaw immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board
of Directors may be called by or at the request of the President
or any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place for
holding any special meeting of the Board of Directors called by
them.
SECTION 5. Notice. Notice of any special meeting shall be
given at least one (1) day previous thereto by written notice
delivered personally or mailed to each director at his business
address, or by telegram. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the
notice be given to the telegraph company. Any directors may
waive notice of any meeting. 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 called or convened.
SECTION 6. Quorum. A majority of the number of directors
fixed by Section 2 of this Article shall constitute a quorum for
the transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 7. Telephonic Meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or
similar communications equipment by which all persons
participating in the meeting can hear each other, and the
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 8. Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 9. Action Without a Meeting. Any action that may
be taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the
action so to be taken, shall be signed before such action by all
of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the Board
of Directors may be filled by the affirmative vote of a majority
of the remaining directors though less than a quorum of the Board
of Directors, unless otherwise provided by law. A director
elected to fill a vacancy shall be elected for the unexpired term
of his/her predecessor in office. Any directorship to be filled
by reason of an increase in the number of directors may be filled
by election by the Board of Directors for a term of office
continuing only until the next election of directors by the
shareholders.
SECTION 11. Resignation. Any director may resign at any
time by giving written notice to the Board of Directors, the
President or the Secretary of the Corporation. Unless otherwise
specified in such written notice such resignation shall take
effect upon receipt thereof by the Board of Directors or such
officer, and the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 12. Removal. Any director may be removed with or
without cause at any time by the affirmative vote of shareholders
holding of record in the aggregate at least a majority of the
outstanding shares of stock of the Corporation at a special
meeting of the shareholders called for that purpose, and may be
removed for cause by action of the Board.
SECTION 13. Compensation. By resolution of the Board of
Directors, each director may be paid for his/her expenses, if
any, of attendance at each meeting of the Board of Directors, and
may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both. No
such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor.
SECTION 14. Contracts. No contract or other transaction
between this Corporation and any other corporation shall be
impaired, affected or invalidated, nor shall any director be
liable in any way by reason of the fact that one or more of the
directors of this Corporation is or are interested in, or is a
director or officer, or are directors or officers of such other
corporations, provided that such facts are disclosed or made
known to the Board of Directors, prior to their authorizing such
transaction. Any director, personally and individually, may be a
party to or may be interested in any contract or transaction of
this Corporation, and no directors shall be liable in any way by
reason of such interest, provided that the fact of such interest
be disclosed or made known to the Board of Directors prior to
their authorization of such contract or transaction, and provided
that the Board of Directors shall authorize, approve or ratify
such contract or transaction by the vote (not counting the vote
of any such Director) of a majority of a quorum, notwithstanding
the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in
determining the presence of a quorum at such meeting. This
Section shall not be construed to impair, invalidate or in any
way affect any contract or other transaction which would
otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 15. Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may from
time to time designate from among its members an executive
committee and such other committees, and alternate members
thereof, as they may deem desirable, with such powers and
authority (to the extent permitted by law) as may be provided in
such resolution. Each such committee shall serve at the pleasure
of the Board.
SECTION 16. 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/her
dissent shall be entered into the minutes of the meeting or
unless he/she shall file 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
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 a President, one or more Vice Presidents, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors, including a Chairman of the Board. In its discretion,
the Board of Directors may leave unfilled for any such period as
it may determine any office except those of President and
Secretary. Any two or more offices may be held by the same
person. Officers may be directors or shareholders of the
Corporation.
SECTION 2. Election and Term of Office. The officers of
the Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting
of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until
his/her successor shall have been duly elected and shall have
qualified, or until his/her death, or until he/she shall resign
or shall have been removed in the manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any time
by giving written notice of such resignation to the Board of
Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice,
such resignation shall take effect upon receipt thereof by the
Board of Directors or by such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4. Removal. Any officer or agent may be removed by
the Board of Directors whenever, in its judgment, the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights, and
such appointment shall be terminable at will.
SECTION 5. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the Board of Directors for the unexpired portion of
the term.
SECTION 6. President. The President shall be the principal
executive officer of the Corporation and, subject to the control
of the Board of Directors, shall in general supervise and control
all of the business and affairs of the Corporation. He/she
shall, when present, preside at all meetings of the shareholders
and of the Board of Directors, unless there is a Chairman of the
Board, in which case the Chairman will preside. The President
may sign, with the Secretary or any other proper officer of the
Corporation thereunto authorized by the Board of Directors,
certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer
or agent of the Corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties
as may be prescribed by the Board of Directors from time to time.
SECTION 7. Vice President. In the absence of the President
or in event of his/her death, inability or refusal to act, the
Vice President shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. The Vice President
shall perform such other duties as from time to time may be
assigned by the President or by the Board of Directors. If there
is more than one Vice President, each Vice President shall
succeed to the duties of the President in order of rank as
determined by the Board of Directors. If no such rank has been
determined, then each Vice President shall succeed to the duties
of the President in order of date of election, the earliest date
having first rank.
SECTION 8. Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the Board
of Directors in one or more minute book provided for that
purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed
to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e) sign
with the president certificates for shares of the Corporation,
the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all
duties incident to the office of the Secretary and such other
duties as from time to time may be assigned by the President or
by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of
the Corporation; (b) receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected
in accordance with the provisions of Article VI of these Bylaws;
and (c) in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time
may be assigned to him by the President or by the Board of
Directors.
SECTION 10. Salaries. The salaries of the officers shall
be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason
of the fact that he/she is also a director of the corporation.
SECTION 11. Sureties and Bonds. In case the Board of
Directors shall so require any officer, employee or agent of the
Corporation shall execute to the Corporation a bond in such sum,
and with such surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his/her
duties to the Corporation, including responsibility for
negligence for the accounting for all property, funds or
securities of the Corporation which may come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations.
Whenever the Corporation is the holder of shares of stock of any
other corporation, any right of power of the Corporation as such
shareholder (including the attendance, acting and voting at
shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the
Corporation by the President, any Vice President or such other
person as the Board of directors may authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers and
employees as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by or
imposed upon him/her in connection with any proceeding to which
he/she may be made a party, or in which he/she may become
involved, by reason of being or having been a director, officer,
employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or
agent of the Corporation, partnership, joint venture, trust or
enterprise, or any settlement thereof, whether or not he/she is a
director, officer, employee or agent at the time such expenses
are incurred, except in such cases wherein the director, officer,
employee or agent is adjudged guilty of willful misfeasance or
malfeasance in the performance of his/her duties; provided that
in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement
and reimbursement as being for the best interests of the
Corporation.
The Corporation shall provide to any person who is or was a
director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a
suit, litigation or other proceedings which is specifically
permissible under applicable law.
The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the
provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and
on behalf of the Corporation, and such authority may be general
or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf
of the Corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the Board
of Directors. Such authority may be general or confined to
specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such a form as
shall be determined by the Board of Directors. Such certificates
shall be signed by the President and by the Secretary or by such
other officers authorized by law and by the Board of Directors to
do so, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer
shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and canceled, except that in the case of a lost,
destroyed or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his/her legal
representative, who shall furnish proper evidence of authority to
transfer, or by his/her attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate
for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes. Provided, however, that upon
any action undertaken by the shareholders to elect S Corporation
status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders' agreement thereto restricting the transfer
of said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the Bylaws
so long as said agreement is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of January and end on the thirty-first day of December of
each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and
the corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and
its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
name of the Corporation and the state of incorporation and the
words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the
provisions of the applicable 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.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by the
Board of Directors of the Corporation on the 26th day of October,
2001.
/s/ Mary E. Piccolo
-----------------------
Secretary
Dates Referenced Herein
This ‘SB-2’ Filing | | Date | | Other Filings |
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| | |
Filed on: | | 10/1/02 | | None on these Dates |
| | 10/26/01 |
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