Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Marwich Ii, Ltd. - Form 10SB12G 32± 145K
2: EX-1 Ex 1.1 - Articles of Incorporation 4± 16K
3: EX-1 Ex 1.2 - Articles of Reinstatement 3± 14K
4: EX-1 Ex 1.3 - Certificate of Amendment 5± 19K
5: EX-1 Ex 1.4 - Certificate of Amendment 2± 9K
6: EX-1 Ex 1.5 - Certificate of Amendment 2± 10K
7: EX-1 Ex 1.6 - Certificate of Amendment 3± 13K
8: EX-2 Ex 2.1 - Bylaws 9± 36K
9: EX-23 Ex 23.1 - Consent of Miller and McCollum 1 6K
EX-2 — Ex 2.1 – Bylaws
EXHIBIT 2.1
RESTATED BY-LAWS
OF
MARWICH II, LTD.
ARTICLE I
OFFICES
The principal office of Marwich II, Ltd. (the "Corporation") in the State of
Colorado (state of incorporation) shall be located in Arapahoe County. The
Corporation may have such other offices or relocate its principal office
either within or without the state of incorporation as the Board of Directors
may require from time to time.
The registered office of the Corporation required by the Articles of
Incorporation to be maintained in the state of incorporation may be, but need
not be, identical to the principal office in the state of incorporation and
the address of the registered office may be changed from time to time by the
Board of Directors.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held annually on such date and time as set by the Board of Directors, for the
purpose of electing directors and for the transaction of such other business
as my come before the meeting. If the day fixed for the annual meeting shall
be a legal holiday in the state of incorporation, such meeting shall be held
on the next succeeding business day, of Directors be, and authorized to have
an Executive Committee which shall and is authorized to considelders, 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
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 the less than one-tenth 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 incorporation, as the place of meeting
for any annual or 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 incorporation, as the place for the holding of
such meeting. If no designation is made, the place of meeting shall be the
registered office of the Corporation in the state of incorporation.
Section 4. Notice of Meeting. Written or printed 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 be delivered either personally
or by mail by or at the direction of the president, the secretary, or the
officer or person calling the meeting to each shareholder of record entitled
to vote at such meeting between ten and fifty days prior to the date of such
meeting, except that, if the authorized shares are to be increased, at least
thirty days notice shall be given.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may fix in advance a date as the record date for any such
determination of shareholders, such date, in case of a meeting of
shareholders, shall be not more than 50 days nor less than 10 days prior to
the date on which the particular action, requiring such 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, except where the determination has been made through the closing of
the stock transfer books and the stated period of closing has expired.
Section 6. Quorum. One-third or more 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 one-third of
the outstanding 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 notified. 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 7. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided
in the proxy.
Section 8. Voting of Shares. Subject to the provision of Section 7 and 10 of
this Article II, 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 9. 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
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares outstanding in the name of a trustee shall be entitled
to vote shares held by him without a transfer of such shares into his name.
Shares outstanding in the name of a receiver may be voted by such receiver and
shares held by or under control of a receiver may be voted by such receiver,
without the transfer thereof into him name if authority to do be contained in
an appropriate order of the court by which the 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 pledges and,
thereafter, the pledge 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 10. Cumulative Voting. Cumulative voting shall not be permitted.
Section 11. Informal Action by Shareholders. 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.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation shall
be managed by its Board of Directors.
The Board of Directors shall have the power from time to time to provide for
the management of the offices of the Corporation at home or abroad in such
manner as they see fit and, in particular, from time to time to delegate any
of the Board in the course of the current business of the Corporation to any
standing or special committee or to any officer or agent and to appoint any
persons as agents of the Corporation with such powers (including the power to
sub-delegate) and upon such terms as may be deemed fit.
In addition to the powers and authorities by the Articles of Incorporation and
by these By-Laws expressly conferred upon them, the Board may exercise all
such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Articles of Incorporation or by these By-Laws
directed or required to be exercised or done by the shareholders.
Section 2. Number, Tenure and Qualifications. The number of directors of the
Corporation shall not be less than three, nor more than 9, the exact number to
be established by resolution of the Board of Directors. Notwithstanding
anything herein to the contrary, the number of directors may be less than
three to the extent permitted by the Articles of Incorporation. Each director
shall hold office until the next annual meeting of shareholders and until his
successor has been elected and qualified. Directors need not be residents of
the state of incorporation or shareholders of the Corporation.
Section 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held, without other notice than this By-Law, 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, either within or without the
state of incorporation, for the holding of additional regular meetings,
without other notice 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, the secretary or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the state of
incorporation, as 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
three days previously 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 telegram is
delivered to the telegram company. Any director 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. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need to be specified in the notice or waiver of notice of such
meeting.
Section 6. Quorum. Any majority of the total membership of the Board shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if a quorum shall not be present at any meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
Section 7. Action by Consent of Board without Meeting. Any action required
or permitted to be taken by the Board of Directors under any provision of the
laws of the state of incorporation may be taken without a meeting, by
telephone communication, telegram or otherwise, if all members of the Board
shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board. Such actions by written consent shall have the same force and
effect as a unanimous vote of such directors. Any certificate or other
document filed under any provision of the laws of the state of incorporation
which relates to action so taken shall state that the action was taken by
unanimous written consent of the Board of Directors without a meeting; that
these By-Laws authorize the directors to so act; and such statement shall be
prima facie evidence of such authority.
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.
The order of business at any regular or special meeting of the Board of
Directors shall be:
1. Calling the roll.
2. Secretary's proof of due notice of meeting, if required.
3. Reading and disposal of unapproved minutes.
4. Reports of officers.
5. Unfinished business.
6. New business.
7. Adjournment.
Section 9. 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. A directors elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office. Any directorship to be filled by reason of an increase in the number
of directors shall be filled by the affirmative vote of a majority of the
directors then in office or by an election at an annual meeting or at a
special meeting of shareholders called for that purpose. A director chosen to
fill a position resulting from an increase in the number of directors shall
hold office until the next annual meeting of shareholders and until his
successor has been elected and qualified.
Section 10. 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 and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefore or from receiving compensation
for any extraordinary of unusual as a director.
Section 11. 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 shall be 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 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.
Section 12. Resignation of Officers of Directors. Any director or other
officer may resign his office at any time; such resignation is to be made in
writing and take effect from the time of its receipt by the Corporation unless
a time be fixed in the resignation and then it will take effect from that
date. The acceptance of the resignation shall not be required to make it
effective.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be a president, one
or more vice-presidents (the number thereof to be determined by the Board of
Directors), a secretary and a treasurer, all of whom shall be designated
executive officers and assistant officers, as may be deemed necessary, shall
be designated administrative assistant officers and may be appointed by the
president. Any two or more offices may be held by the same person, except the
offices of president and secretary. The officers of the Corporation shall be
natural persons of the age of eighteen years or older.
Section 2. Election and Term of Office. The executive 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 executive officer shall hold
office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided. Administrative assistant officers
shall hold office at the pleasure of the president.
Section 3. Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever, in its
judgment, the best interests of the Corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.
Section 4. Vacancies. A vacancy in any executive 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 5. The President. The president shall be the chief executive officer
of the Corporation and, subject to the control of the Board of Directors,
shall be in general charge of the affairs of the Corporation. He may sign,
with the secretary or any other proper officer of the Corporation there until
authorized by the Board of Directors, certificated 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 By-Laws 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 .
Section 6. The Vice-President. In the absence of the president or in the
event of his death or inability or refusal to act, the vice-presidents in the
order designated at the time of their election or, in the absence of any
designation, then in the order of their election shall perform the duties of
the president and, when ..secretary or an assistant secretary, certificated
for shares of the Corporation and shall perform such other duties as from time
to time may be assigned to him by the president of by the Board of Directors.
Section 7. The Secretary. The secretary shall: (a) keep the minutes of the
shareholders' meetings and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws 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 shareholders; (e) sign with the president,
or a vice-president, certificated 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; (g) in
general, perform all duties incident to the office of secretary and such other
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 8. The Treasurer. If required by the Board of Directors, the
treasurer shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall
determine. He shall: (a) have charge and custody of and be responsible for
all funds and securities of the Corporation; receive and give receipts for
monies due and payable to the Corporation from any source whatsoever, and
deposit all such monies 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 V of these By-Laws; and (b) in general, perform all 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 9. Assistant Secretaries and Assistant Treasurers. The assistant
secretaries, when authorized by the president, may sign with the president or
a vice-president, certificates for shares of the Corporation, the issuance of
which shall have been authorized by a resolution of the Board of Directors.
The assistant treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of assistant treasurers, in general, shall
perform such duties as shall be assigned to them by the secretary or the
treasurer, respectively, or by the president.
Section 10. Salaries. The salaries of the executive 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 is also a director of
the Corporation. The salaries of the administrative assistant officers shall
be fixed by the president.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorized any officer or
officers, agent or agents, to enter into any contract, including contracts to
lend and borrow money, 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. Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidence 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 3. 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 VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the president or a
vice-president and by the secretary, or an assistant secretary.
A certificate for shares signed by an officer who ceases by death, resignation
or otherwise to be an officer of the Corporation before the certificate is
delivered by the Corporation, is as valid as though signed by a duly elected,
qualified and authorized officer.
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 of a like number of
shares shall have been surrendered ad canceled, except that, in case of a
lost, destroyed or mutilated certificate, a new one may be issued therefore
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
The shares of stock of the Corporation shall be issued only in the name of the
legal or beneficial owner.
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 by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his 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.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be determined by resolution of the
Board of Directors.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation may
pay in cash, stock or other property, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and its Articles
of Incorporation.
ARTICLE IV
SEAL
The Board of Directors shall provide a corporate seal, circular in form,
having inscribed thereon, among other things, the corporate name, the state of
incorporation and the word "Seal".
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director of
the Corporation under the provisions of these By-Laws or under the provisions
of the Articles of Incorporation or under the provisions of the applicable
laws of the state of incorporation, 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 XI
AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.
ARTICLE XII
UNIFORMITY OF INTERPRETATION AND SEVERABILITY
These By-Laws shall be so interpreted and construed as to conform to the
Articles of Incorporation and the statutes of the state of incorporation or of
any other state in which conformity may become necessary by reason of the
qualification of the Corporation to do business in such foreign state, and
where conflict between these By-Laws and the Articles of Incorporation or the
statutes of the state of incorporation has arisen or shall arise, these
By-Laws shall be considered to be modified to the extent, but only to the
extent, conformity shall require. If any provision hereof or the application
thereof shall be deemed to be invalid by reason of the foregoing sentence,
such invalidity shall not affect the validity of the remainder of the By-Laws
without the invalid provision or the application thereof, and the provisions
of these By-Laws are declared to be severable.
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