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-1 — Ex 1.3 – Certificate of Amendment
EXHIBIT 1.3
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MARWICH II, LTD.
Pursuant to the provisions of the Colorado Corporation Code, Marwich II,
Ltd. adopts the following Articles of Amendment to its Articles of
Incorporation:
I.
The name of the Corporation is: Marwich II, Ltd.
II.
The following amendments to the Articles of Incorporation of the
Corporation were adopted by the shareholders of the Corporation effective
March 15, 1984:
Article 5 is amended to read as follows:
Shares
A. Authorized Common Shares. The aggregate number of shares of common
stock which the Corporation shall have authority to issue is One Hundred
Million (100,000,000) shares which shall have no par value.
B. Authorized Preferred Shares. The aggregate number of shares of
preferred stock which the Corporation shall have authority to issue is One
Million (1,000,000) shares which shall have $.01 par value, and the rights and
preferences of such shares shall be fixed and determined by resolution of the
Board of Directors.
C. Transfer Restrictions. The Corporation shall have the right to
impose restrictions upon the transfer of any of its authorized shares or any
interest therein. The Board of Directors is hereby authorized on behalf of
the Corporation to exercise the Corporation's right so to impose such
restrictions, whether by provision in the By-Laws or otherwise.
D. Cumulative Voting. Cumulative voting of shares shall not be allowed
in the election of directors.
E. Denial of Pre-emptive Rights. No shareholder of the Corporation
shall be entitled as of right to acquire additional unissued or treasury
shares of the Corporation or securities convertible into shares or carrying
stock purchase warrants or privileges.
Article 7 is amended to read as follows:
Conflicts of Interest
No contract or other transaction between the Corporation and one or more of
its directors or officers, or any other corporation, firm, association or
entity in which one or more of its directors are directors or officers or are
financially interested shall be either void or voidable solely because of such
relationship or interest or solely because such directors are present at a
meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies such contract or transaction or solely because their
votes are counted for such purpose. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or a committee thereof which authorizes, approves or ratifies such
contract or transaction.
Article 8 is amended to read as follows:
Indemnification
Each director and each officer of the corporation shall be indemnified by the
Corporation as follows:
(a) The Corporation shall indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he 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, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, if he acted in good faith and
in a manner he is reasonable believed to be in the best interest of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in the best interests of the Corporation and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
(b) The Corporaiton shall indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the Corporation, to procure a judgment in
its favor by reason of the fact that he 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, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit, if he acted in good faith and in a manner he reasonably
believed to be in the best interest of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless, and only
to the extent that, the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which such court deems proper.
(c) To the extent that a director or officer of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections (a) and (b) of this Article, or in defense
of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
(d) Any indemnification under Sections (a) or (b) of this Article (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the officer and
director is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections (a) or (b) of this Article. Such
determination shall be made:
(i) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding: or
(ii) If such a quorum is not obtainable or, even if obtainable, a
quorum of disinterested directors so directs by independent legal counsel in a
written opinion: or
(iii) By the affirmative vote of the holders of a majority of the
shares of stock entitled to vote and represented at a meeting called for such
purpose.
(e) Expenses (including attorneys' fees) incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in Section (d) of this Article, upon receipt of an undertaking by
or on behalf of the director or officer to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.
(f) The Board of Directors may exercise the Corporation's power 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, joint
venture, trust or other enterprise, against any liability asserted against him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
this Article.
The indemnification provided by this Article shall not be deemed exclusive,
and indemnification may be provided to any director, officer, employee or
agent seeking and entitle to indemnification under these Articles of
Incorporation, the By-Laws, agreements, vote of the shareholders or
disinterested directors or otherwise, and any procedure provided for by any of
the foregoing, both as to action in the person's official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors and administrators of such
a person.
An Article 11 is added as follows:
Distributions in Partial Liquidation Out of Stated Capital
In addition to the other powers now or hereafter conferred upon the Board of
Directors by Restate Articles of Incorporation, the Colorado Corporation Code
or otherwise, and subject to the limitations contained in the Colorado
Corporation Code, the Board of Directors may from time to time distribute to
the shareholders in partial liquidation, out of stated capital, a portion of
the Corporation's assets in cash or property.
An Article 12 is added as follows:
Required Shareholders' Vote
Meetings of shareholders may be held at such time and place as the By-Laws
shall provide. One-third of the shares entitled to vote represented in person
or by proxy shall constitute a quorum at any meeting of the shareholders.
When, with respect to any action to be taken by shareholders of the
Corporation in which the Colorado Corporation Code requires the vote or
concurrence of the holders of two-thirds of the outstanding shared of the
shares entitled to vote thereon, such action may be taken by the vote or
concurrence of the holders of a majority of the shares entitled to vote
thereon.
III.
The Corporation has one class of shares, and the number of shares of the
Corporation outstanding and entitled to vote at the time of the adoption of
these Articles of Amendment was 212,007. The number of shares voting in favor
of the adoption of the Articles of Amendment was 212,007 and the number of
shares voting against such adoption was none.
IV.
The adoption of Articles of Amendment does not effect a change in the
amount of the present stated capital of the Corporation.
IN WITNESS WHEREOF, Marwich II, Ltd. hereby executes these Articles of
Amendment to its Articles of Incorporation on March 15th, 1984.
MARWICH II, LTD.
By: /s/ Michael R. Deans
Michael R. Deans, President
Verified By: /s/ Marq J. Warner
Marq J. Warner, Secretary
STATE OF COLORADO )
) ss.
COUNTY OF AURORA )
I, Leigh K. McDonnell, a Notary Public, hereby certify that Michael R.
Deans and Marq J. Warner personally appeared before me, who being first duly
sworn, declared that they are the persons who signed the foregoing Articles of
Amendment to Articles of Incorporation and that the statements therein
contained are true.
In witness whereof, I have hereunto set my hand and seal this 15th day of
March, 1984. My commission expires August 8, 1987.
/s/ Leigh K. McDonnell
Notary Public
5755 S. Willow Way
Englewood, Colorado
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