Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 29 154K
Issuer
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 8 30K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 7 28K
4: EX-10.1 Material Contract 15 61K
5: EX-10.2 Material Contract 6 23K
6: EX-10.3 Material Contract 6 20K
7: EX-10.4 Material Contract 4 14K
8: EX-10.5 Material Contract 12± 43K
9: EX-27 Financial Data Schedule (Pre-XBRL) 2 7K
EX-3.2 — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.2
BY-LAWS
OF
THE CHROMALINE CORPORATION
ARTICLE I
Offices, Corporate Seal
Section 1. OFFICES. The registered office of the corporation
shall be 4832 Grand Avenue, Duluth, Minnesota 55807, and the corporation shall
have offices at such other places as the Board of Directors shall from time to
time determine.
Section 2. SEAL. The corporation shall have such corporate
seal or no corporate seal as the Board of Directors shall from time to time
determine.
ARTICLE II
Meeting of Shareholders
Section 1. ANNUAL MEETING. An Annual Meeting of the
shareholders of the corporation entitled to vote shall be held at such place in
the City of Duluth, or in such other city within or without the State of
Minnesota as is designated by the Board of Directors, as such time and on such
day during the month of April of each year (other than a Saturday, Sunday or
holiday), as shall be determined by the Board of Directors of the corporation.
At the Annual Meeting, the shareholders, voting as provided in the Articles of
Incorporation, shall elect the Board of Directors and shall transact such other
business as may properly come before the meeting.
Section 2. QUORUM. The holders of a majority of shares
outstanding and entitled to vote for the election of Directors at said meeting,
represented either in person or by proxy, shall constitute a quorum for the
transaction of business. In case a quorum is not present at the Annual Meeting,
those present may adjourn to such day as they shall agree upon. A notice of such
adjournment shall be mailed to each shareholder entitled to vote at least five
(5) days before such adjourned meeting, but if a quorum be present, they may
adjourn from day to day as they see fit and no notice need be given. At such
adjourned meetings at which the required amount of voting shares shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 3. SPECIAL MEETINGS. Special meetings of the
shareholders shall be called by the Secretary at any time upon request of the
Chairman, President, a Vice President, a majority of the Board of Directors, or
upon request by shareholders holding ten percent (10%) or more of the capital
stock entitled to vote.
Section 4. VOTING. At each meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote in person or by
proxy duly appointed by an
instrument in writing subscribed by such shareholder. Each shareholder shall
have one vote for each share having voting power, standing in his name on the
books of the corporation. Upon the demand of any shareholder, the vote for
Directors, or the vote upon any question before the meeting shall be by
ballot. All elections shall be had and all questions decided by a majority
vote of the shares entitled to vote and represented at any meeting at which
there is a quorum, except in such cases as shall otherwise be required or
permitted by statute, the Articles of Incorporation, or these By-laws.
Section 5. NOTICE OF MEETINGS. There shall be mailed to each
shareholder, shown by the books of the corporation to be a holder of record
voting shares, at his address as shown by the books of the corporation, a notice
setting out the time and place of the annual meeting or any special meeting,
which notice shall be mailed at least ten (10) days prior thereto. Every notice
of any special meeting shall state the purpose or purposes of the proposed
meeting, and the business transacted at all special meetings shall be confined
to purposes stated in the call. Any shareholder who does not receive notice of
the type specified above of an annual or special meeting shall, by his
attendance at and participation in the action taken at any such meeting, be
deemed to have waived notice thereof.
Section 6. CLOSING OF BOOKS. The Board of Directors may fix
a time, not exceeding sixty (60) days preceding the date of any meting of
shareholders, as a record date for the determination of the shareholders
entitled to notice of and to vote at such meeting, notwithstanding any
transfer of any shares on the books of the corporation after any record date
so fixed. The Board of Directors may close the books of the corporation after
any record date so fixed. The Board of Directors may close the books of the
corporation against transfer of sharers during the whole or any part of such
period.
ARTICLE III
Directors
Section 1. GENERAL POWERS. The business and property of the
corporation shall be managed by a Board of Directors of not less than five or
more than nine Directors who shall be elected by the stockholders.
Section 2. QUORUM. A quorum for the transaction of business at
any regular or special meeting of the Directors shall consist of 50% of the then
existing Board if the number of Directors are even in number and shall consist
of a majority of the then existing members of the Board if the Board of
Directors consists of an odd number of Directors.
Section 3. FIRST MEETING. As soon as practicable after each
annual election of Directors, the Board of Directors shall meet for the purposes
of organizing and choosing the officers of the corporation and for the
transaction of other business at the place where the shareholders' meeting is
held or at the place where regular meetings of the Board of Directors are held.
No notice of such meeting need be given. Such first meeting of the Board of
Directors may be held at any other time and place which shall be specified in a
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notice given as hereinafter provided for special meetings or in consent and
waive of notice signed by all the Directors.
Section 4. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held from time to time at such time and place as may from
time to time be fixed by resolution adopted by a majority of the whole Board of
Directors. No notice need be given of any regular meeting.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at such time and place as may from time to time be
designated in the notice or the waiver of notice of the meeting. Special
meetings of the Board of Directors may be called by the Chairman of the Board,
President or by any two (2) Directors. Notice of such special meeting shall be
given by the Secretary, who shall give at least four (4) days notice thereof to
each Director if notice is given by mail or at least twenty-four (24) hours
notice thereof to each Director if notice is given by telephone, telegraph, or
in person, provided that no notice of any meeting need be given to any Director
while he is in the Armed Forces of the United States. Each notice thereof may be
waived either before, at, or after such meeting in writing, provided that a
quorum be present at the meeting. Each Director, by his attendance and
participation in the action taken at any Directors' meeting, shall be deemed to
have waived notice of such meeting.
Section 6. PARTICIPATION BY CONFERENCE TELEPHONE. Members of
the Board of Directors or any committee designated by the Board may participate
in a meeting of the Board of Directors or of such committee by means of
conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear or communicate with each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting. The place of the meeting shall be deemed to be the place
of origination of the conference telephone call or similar communications
equipment.
Section 7. CHAIRMAN. The Directors of the corporation shall
elect a Chairman from within their number who shall chair all meetings of the
Directors, shall act as an advisor to the President of the Corporation with
respect to matters of policy and shall regularly consult with the President
relative to executive decisions to be made by the President. The compensation of
the Chairman of the Board shall be determined from time to time by resolution of
the Board of Directors and upon the basis determined by the Board of Directors.
In the event of the absence or disability of the President, the Chairman shall
succeed to his powers in a pro-tem capacity until the office shall be filled by
the Board of Directors.
Section 8. COMPENSATION. Directors and members of any
committee of the corporation contemplated by these By-laws or otherwise provided
for by resolution of the Board of Directors, who are not salaried officers of
the corporation, shall receive such fixed sum for meetings attended, or such
annual sum as shall be determined from time to time by resolution of the Board
of Directors. All Directors and members of any such committee shall receive
their expenses, if any, or attendance at meetings of the Board of Directors, or
such
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committee. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity and receiving
compensation therefor.
Section 9. EXECUTIVE COMMITTEE. The Board of Directors may
designate, by a majority of the Directors present at a meeting at which a quorum
is present, two or more of their number to constitute an Executive Committee
which shall have and exercise the authority of the Board of Directors in the
management of the corporation to the extent set forth in the resolution creating
such Executive Committee. Such Executive Committee shall act only in the
interval between meetings of the Board of Directors and shall be subject at all
times to the control and direction of the Board of Directors.
Section 10. AUDIT COMMITTEE. The Directors may, by resolution,
appoint members of the Board, who are independent of management and who are free
of any relationship which, in the opinion of the Board, would interfere with the
exercise of independent judgment, as an Audit Committee with such powers and
duties as the Board of Directors may deem appropriate.
Section 11. COMPENSATION COMMITTEE. The Directors may, by
resolution, appoint members of the Board, who are independent of management and
who are free of any relationship which, in the opinion of the Board, would
interfere with the exercise of independent judgment, as a Compensation Committee
with such powers and duties as the Board of Directors may deem appropriate.
Section 12. VACANCIES. If any vacancies exist on the Board of
Directors by reason of death, resignation or otherwise, the remaining Directors
shall have authority to fill any such vacancies. A majority of the remaining
Directors shall constitute a quorum for filling such vacancies.
ARTICLE IV
Officers
Section 1. DESIGNATION. The officers of the corporation shall
consist of the Chairman of the Board of Directors, a President, one or more Vice
Presidents, a Secretary and a Treasurer, and such other officers and agents as
may from to time be chosen. Any two (2) offices, except those of President and
Secretary, may be held by one (1) person.
Section 2. ELECTION AND TERM OF OFFICE. At the first meeting
of the Board of Directors, the Board shall elect from their number a Chairman
and a President and shall, from within or without their number, elect one or
more Vice Presidents, a Secretary and a Treasurer, and such other officers as
may be deemed advisable. Such officers shall hold office until the next first
meeting or until their successors are elected and qualify; provided however,
that any officer may be removed with or without cause by the affirmative vote of
a majority of the whole Board of Directors.
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Section 3. DUTIES. The President shall be the chief executive
and chief operating officer of the Corporation and shall preside at all meetings
of the shareholders. The President shall have such other duties as may be
prescribed from time to time by the Board of Directors and by the statutes and
laws of the State of Minnesota.
Each Vice President shall have such powers and shall perform
such duties as may be prescribed by the Board of Directors.
The Secretary shall be secretary of and shall attend all
meetings of the shareholders and the Board of Directors. He shall act as Clerk
thereof and shall record all the proceedings of such meetings in the minute book
of the corporation. He shall give proper notice of meetings of shareholders and
Directors. He shall keep the seal of the corporation and shall affix the same to
any instrument requiring it and shall attest the seal by his signature. He
shall, with the President or any Vice President, sign all certificates for
shares of the corporation and affix the corporate seal thereto, and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors.
The Treasurer shall keep accurate accounts of all moneys of
the corporation received or disbursed. He shall deposit all moneys, drafts and
checks in the name of and to the credit of the corporation in such banks and
depositaries as a majority of the whole Board of Directors shall designate from
time to time. He shall have power to endorse for deposit all notes, checks and
drafts received by the corporation. He shall disburse the funds of the
corporation as ordered by the Board of Directors, taking proper vouchers
therefor. He shall render to the President and Directors, whenever required, an
account of all his transactions as Treasurer and of the financial condition of
the corporation and shall perform such duties as may be prescribed by the Board
of Directors from time to time.
Section 4. VACANCIES. If there be a vacancy in the officers of
the corporation by reason of death, resignation or otherwise, such vacancy shall
be filled, for the unexpired term, by the Board of Directors.
ARTICLE V
Indemnification of Directors,
Officers, Employees and Agents
Section 1. INDEMNIFICATION. The full extent permitted by
Minnesota Statutes, Section 301.095, as amended from time to time, or by other
provisions of law, each 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,
wherever brought, whether civil, criminal, administrative, or investigative by
reason of the fact that such person is or was a Director, officer, employee or
agent of the corporation or by reason of the fact that such person is or as
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the corporation against expenses, including
attorney's fees, judgments, fines and amounts paid in settlement, actually and
reasonably incurred by such person in connection with such action,
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suit or proceeding; provided, however, that the indemnification with respect
to a person who is or was serving as a Director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
shall apply only to the extent such person is not indemnified by such other
corporation, partnership, joint venture, trust or other enterprise. The
indemnification provided by this section 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 person.
Section 2. ADVANCE PAYMENTS. To the full extent permitted by
Minnesota Statutes, Section 301.095, as amended from time to time, or by other
provisions of law, the corporation may pay in advance of final disposition
expenses incurred in actions, suits and proceedings specified in Section 1
above.
Section 3. INSURANCE. To the full extent permitted by
Minnesota Statutes, Section 301.095, as amended from time to time, or by other
provisions of law, the corporation may purchase and maintain insurance n behalf
of any indemnified party against any liability asserted against such person in
such capacity.
ARTICLE VI
Shares and Their Transfer
Section 1. CERTIFICATE OF STOCK. Every owner of stock of the
corporation shall b entitled to a certificate to be in such form as the Board of
Directors prescribe, certifying the number and class of shares of stock of the
corporation owned by him. The certificates for the respective classes of such
stock shall be numbered in the order in which they shall be signed in the name
of the corporation by the Chairman of the Board of Directors, the President, or
any Vice President, and by the Secretary, as prescribed by the Board of
Directors. A record shall be kept of the name of the person, firm or corporation
owning the stock represented by such certificates, the number and class of
shares represented by such certificates respectively, and the respective dates
thereof, and in the case of cancellation, the respective dates of cancellation.
Every certificate surrendered to the corporation for exchange or transfer shall
be cancelled, and no new certificate or certificates shall be issued in exchange
for any existing certificates until such existing certificate shall have been so
cancelled and except in cases provided for in Section 4 of this Article VI.
Section 2. ISSUANCE OF SHARES. The Board of Directors is
authorized and directed to issue shares of the corporation to the full amount
authorized by the Articles of Incorporation in such amounts and at such times as
may be determined by the Board and as may be permitted by law.
Section 3. TRANSFER OF SHARES. Transfer of shares shall be
made on the books of the corporation only by the person named in the certificate
or by his attorney thereunto authorized by Power of Attorney duly executed and
filed with the corporation and upon surrender for cancellation of the
certificate or certificates for such shares. The person in whose name shares of
stock stand on the books of the corporation shall be deemed the owner
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thereof for all purposes as regards the corporation; provided that when any
transfer of shares shall be made as collateral security, and not absolutely
such fact, if known to the Secretary of the corporation or to said transfer
agent, shall be so expressed in the entry of transfer.
Section 4. LOST CERTIFICATES. Any shareholder claiming a
certificate of stock to be lost or destroyed shall make an affidavit or
affirmation of that fact in such form as the Board of Directors may require, and
shall, if the directors so require, give the corporation a bond of indemnity in
form and with one or more sureties satisfactory to the Board but not exceeding
double the value of the stock represented by such certificate, to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss or destruction of such certificate, whereupon a new certificate may
be issued in the same tenor and for the same number of shares as the one alleged
to have been destroyed or lost.
Section 5. TREASURY STOCK. Treasury stock shall be held by the
corporation subject to the disposal of the Board of Directors, in accordance
with these By-laws, and shall neither vote nor participate in dividends.
Section 6. INDEBTEDNESS OF SHAREHOLDERS. The corporation shall
have the first lien on all the shares of its capital stock and upon all
dividends declared upon the same for any indebtedness of the respective holder
thereof in the corporation.
ARTICLE VII
Amendments of By-Laws
These By-laws may be amended or altered by the vote of a
majority of the whole Board of Directors at any meeting, provided that a notice
of such proposed amendment shall be given in the notice given to the Directors
of such meeting. Such authority in the Board of Directors is subject to the
power of the shareholders to change or repeal such By-laws by a majority vote of
the shareholders present and represented at any annual meeting or at any special
meeting called for such purpose. No provision of the By-laws changed, amended or
repealed by the shareholders shall thereafter be restored to its prior form or
to substantially its prior form or be readopted by the Board of Directors except
and until the proposed restoration or readoption thereof shall have been
approved by the shareholders by a majority vote of the shareholders present or
represented at any annual meeting or at any special meeting called for that
purpose.
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