Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Registration Statement 52 232K
2: EX-3.(I) Corporate Charter 5 19K
3: EX-3.(II) Bylaws 14 57K
4: EX-10.1 Sublease Agreement 34 78K
5: EX-10.2 Trademark Applications 12 38K
6: EX-10.3 Stock Option Plan 11 43K
7: EX-10.4 Stock Option Agreements 26 63K
8: EX-10.5 Distribution Agreement 6± 23K
9: EX-10.6 Employment Agreement 16 62K
10: EX-10.7 Agreement With Ian Noakes 3 12K
11: EX-10.8 Consulting Agreement With Knight Mitchell 5 24K
12: EX-11.1 Schedule of Eps 1 6K
13: EX-21.1 Subsidiaries of the Registrant 1 6K
14: EX-23.1 Consent of Independent Certified Pub. Acct. 1 8K
15: EX-27 Financial Data Schedule 1 9K
EX-3.(II) — Bylaws
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BYLAWS
OF
ISHOPNOMARKUP.COM, INC
As Adopted August 20, 1999
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL OFFICE. The principal office of the corporation
shall be located at such place designated by the Board of Directors and the
corporation may have other offices as the Board of Directors may designate or as
the business of the corporation may require from time to time.
Section 1.2 REGISTERED OFFICE. The registered office of the
corporation, required by the Nevada General Corporation Law to be maintained in
the State of Nevada, may be, but need not be, identical with the principal
office, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
Section 2.1 ANNUAL MEETINGS. The annual meeting of the shareholders
shall be held at such time on such day as shall be fixed by the Board of
Directors, for the purpose of electing directors and for the transacting of such
other business as may come before the meeting. If the election of directors
shall not be held on the date 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 may be convenient.
Section 2.2 SPECIAL MEETINGS. Special meeting 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 one-tenth of all
outstanding shares of the corporation entitled to vote at the meeting.
Section 2.3 PLACE OF MEETINGS. The Board of Directors may designate
any place, either within or without the State of Nevada, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. 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,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the corporation.
Section 2.4 NOTICE OF MEETINGS. Written notice stating the place, day
and hour of the meeting of shareholders and the purpose or purposes for which
the meeting is called, shall, unless otherwise prescribed by statute, be
delivered not less than ten nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or the officer or other persons calling 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 address as it appears upon the records of
the corporation, with the postage thereon prepaid. Personal deliver of any such
notice to any officer of a corporation or association, or to any member of a
partnership, constitutes delivery of the notice to the corporation, association
or partnership.
Section 2.5 MEETING OF ALL SHAREHOLDERS. If all of the shareholders
shall meet at any time and place, either within or without the State of Nevada,
and consent to the holding of a meeting at such time and place, such meeting
shall be valid with out call or notice, and at such meeting any corporate action
may be taken.
Section 2.6 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 purpose, the Board of Directors of the corporation
may provide that the share transfer books shall be closed for a stated period
but not to exceed, an any case, 60 days. If the share 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
days immediately preceding such meeting. In lieu of closing the share 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 60 days and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If the share transfer books are not closed and
no record date is fixed for the 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 2.7 VOTING RECORD. The officer or agent having charge of the
stock transfer books for share of the corporation shall make, at least ten days
before such meeting of shareholders, a complete record of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The record, for a period of ten days prior to such meeting, shall
be kept on file at the principal office of the corporation, whether within or
without the State of Nevada, and shall be subject to inspection by any
shareholder for any purpose germane to the meeting at any time during usual
business hours. Such record 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.
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The original stock transfer books shall be the prima facie evidence
as to the identity of the shareholders entitled to examine the record or
transfer books or to vote at any meeting of shareholders.
Section 2.8 QUORUM. One-third of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of shareholders, except as otherwise provided
by the Nevada General Corporation Law and the Articles of Incorporation. In the
absence of a quorum at any such meeting, a majority of the shares so represented
may adjourn the meeting from time to time for a period not to exceed 60 days. 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 original
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 2.9 MANNER OF ACTING. If a quorum is present, the affirmative
vote of the majority of the share represented at the meeting and entitled to
vote on the subject matter, other than the election of directors which requires
a plurality, shall be the act of the shareholders, unless the vote of a greater
proportion or number or voting by classes is otherwise required by statute or by
the Articles of Incorporation or these Bylaws.
Section 2.10 PROXIES. At all meetings of shareholders a shareholder
may vote in person or 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 6 months from the date of its execution, unless otherwise provided in the
proxy. Proxies shall be in such form as shall be required by the Board and as
set forth in the notice of meeting and/or proxy or information statement
concerning such meeting.
Section 2.11 VOTING OF SHARES. Unless otherwise provided by the
Bylaws or the Articles of Incorporation, each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.
Section 2.12 VOTING OF SHARE BY CERTAIN SHAREHOLDERS. 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.
3
Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, executor, court appointed
guardian or conservator, either in person or by proxy without a transfer of such
shares into the name of such administrator, executor, court appointed guardian
or conservator. 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 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 so to do
is 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 pledgee, and
thereafter the pledges shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock belonging to this
corporation, nor shares of its own stock held by it in a fiduciary capacity, nor
shares of its own stock held by another corporation if the majority of the
shares entitled to vote for the election of directors of such other corporation
is held by the corporation, may 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.
Redeemable shares which have been called for redemption shall not be
entitled to vote on any matter and shall not be deemed outstanding shares on and
after the date on which written notice of redemption has been mailed to
shareholders and a sum sufficient to redeem such shares has been deposited with
a bank or trust company with irrevocable instruction and authority to pay the
redemption price to the holders of the shares upon surrender of certificates
therefore.
Shares held of record by a shareholder but which are held for the
account of a specified person or persons may be voted by such person or persons,
provided the shareholder has certified to the corporation in writing that all or
a portion of the shares registered in the name of the shareholder are held for
the account of such person or persons, as provided in Article VI, Section 6.6 of
these Bylaws.
Section 2.13 INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted to 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 the shareholders holding a majority of shares entitled to be voted
with respect to the subject matter thereof.
Section 2.14 VOTING BY BALLOT. Voting on any question or in any
election may be by voice vote unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
Section 2.15 NOT CUMULATIVE VOTING. No shareholder shall be permitted
to cumulate his votes by giving one candidate as many votes as the number of
such directors multiplied by the number of his shares shall equal, or by
distributing such votes on the same principle among any number of candidates.
4
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 GENERAL POWERS. The business and affairs of the
corporation shall be managed by its Board of Directors.
Section 3.2 NUMBER, TENURE AND QUALIFICATION. The number of directors
shall be four. The number of directors fixed by these bylaws may be increased or
decreased from time to time by resolution of the board of directors. The tenure
of a director shall not be affected by any decrease or increase in the number of
directors so made by the board. Each director shall hold office until the next
annual meeting of shareholders and until his successor shall have been elected
and qualified.
Section 3.3 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, either within or
without the State of Nevada, for the holding of additional regular meetings,
without other notice than such resolution.
Section 3.4 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chairman, if there be one,
the President, any two directors, or by such persons as are authorized to call
special meetings under the Nevada General Corporation Law. The person or persons
authorized to call special meetings for the Board of Directors may fix any
place, either within or without the State of Nevada, as the place for holding
any special meeting of the Board of Directors called by them.
Section 3.5 NOTICE. Written notice of any special meeting of
directors shall be given by mail to each director at his business address at
least three days prior to the meeting or by personal delivery, facsimile or
telegram at least 24 hours prior to the meeting to the business address of each
director, or in the event such notice is given on a Saturday, Sunday, or
holiday, to the residence address of each director, or on such shorter notice as
the person or persons calling the meeting, acting in good faith, may deem
necessary or appropriate in the circumstances. If mailed, such notice shall be
deemed to be delivered when deposited in the Untied States mail, so addressed,
with postage thereon prepaid. If notice is given by facsimile, such notice shall
be deemed to be delivered at the time of transmission. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company.
5
Any director may waive notice of any meeting. The attendance of a
director at any 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 be specified in the
notice or waiver of notice of such meeting.
Section 3.6 QUORUM. A majority of the directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.
Section 3.7 MANNER OF ACTING. Except as otherwise required by law or
by the Articles of Incorporation, the act of the majority of the directors
present at a meeting at which a quorum is present shall be an act of the Board
of Directors.
Section 3.8 ACTION BY DIRECTORS WITHOUT A MEETING. Any action
required or permitted to be taken by the Board of Directors or by a committee
thereof at a meeting may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors or
the committee members entitled to vote with respect to the subject matter
thereof. The signature on such a consent is acceptable if received by facsimile
and consent may be executed in counterparts, all of which shall constitute one
document.
Section 3.9 PARTICIPATION BY ELECTRONIC MEANS. Any members of the
Board of Directors or any committee designated by such Board may participate in
a meeting of the Board of Directors or committee by means of telephone
conference or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Such
participation shall constitute presence in person at the meeting.
Section 3.10 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. A director
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 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 3.11 RESIGNATION. Any director of the corporation may resign
at any time by giving written notice to the President or the Secretary of the
corporation. The resignation of any director shall take effect upon receipt of
notice thereof or at any such later time as shall be specified in such notice;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. When one or more director shall
resign from the Board, effective at a future date, a majority of the directors
then in office, including those who have so resigned shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective.
Section 3.12 REMOVAL. Any director or directors of the corporation
may be removed at any time, with or without cause, in the manner provided in the
Nevada General Corporation Law.
6
Section 3.13 COMMITTEES. By resolution adopted by a majority of the
Board of Directors, the directors may designate one director to constitute a
committee, any of which shall have such authority in the management of the
corporation as the Board of Directors shall designate and as shall not be
proscribed by the Nevada General Corporation Law. The Board of Directors may
appoint natural persons who are not directors to serve on committees.
Section 3.14 COMPENSATION. By resolution of the Board of Directors
and irrespective of any personal interest of any of the members, each director
may be paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a states 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 therefore.
Section 3.15 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 the 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
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 4.1 NUMBER. The officers of the corporation shall be a
President, Secretary and Treasurer, who 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. Any two or more offices
may be held by the same person.
Section 4.2 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
the 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
practicable. Each 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.
Section 4.3 REMOVAL. Any officer or agent may be removed by the Board
of Directors wherever in its judgment the best interest 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.
Section 4.4 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.
7
Section 4.5 CHAIRMAN OF THE BOARD. If the directors so desire, they
may elect a Chairman of the Board from among themselves. The chairman of the
board shall preside at all meetings of the stockholders and of the Board of
Directors. He shall have such other powers and duties as may be prescribed by
the Board of Directors.
Section 4.6 PRESIDENT. The President shall be the chief 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 shall, if no Chairman be elected, preside at all
meetings of the shareholders and of the Board of Directors. He may sign
contracts, with the Secretary or any other proper officer of the corporation
thereunto authorized by the Board of Directors, certificates for shares of the
corporation and deeds, mortgages, bonds, contracts or other instruments not in
the ordinary course of business 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. He may sign contracts, equipment leases or other instruments
which arise in the ordinary course of business without the necessity of
obtaining Board approval, and the execution of any such document or instrument
by the Company's President pursuant to the general authority granted by the
Bylaws shall be conclusive evidence of the authority of such officer to sign
such instrument on behalf of the Company. He shall in general 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 4.7 THE VICE PRESIDENTS. If elected or appointed by the Board
of Directors, the Vice President (or in the event there be more than one vice
president, 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, in the absence of the President or in the event of his death or
inability to act, perform all duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the corporation. Any Vice President may
sign contracts, equipment leases or other instruments which arise in the
ordinary course of business without the necessity of obtaining Board approval,
and the execution of any such document or instrument by any of the Company's
Vice Presidents pursuant to the general authority granted by the Bylaws shall be
conclusive evident of the authority of such officer to sign such instrument on
behalf of the Company. He shall perform such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.
Section 4.8 THE SECRETARY. The secretary shall: (a) keep the minutes
of the proceedings of the shareholders and of the Board of Directors in one or
more books 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, or a Vice
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; (g) in general
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.
8
Section 4.9 THE 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 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 provision of the Article V 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 4.10 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries, when authorized by the Board of Directors, 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 Secretaries and 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 or the Board of Directors.
Section 4.11 BONDS. If the Board of Directors by resolution shall so
require, any officer or agent of the corporation shall give bond to the
corporation in such amount and with such surety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance of their respective
duties and offices.
Section 4.12 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 is also a director of
the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 5.1 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. Any contract, lease
or other instrument which arises in the ordinary course of business may be
executed by the President or any Vice President without the necessity of
obtaining Board approval, and the execution of any such document or instrument
by the Company's any of them pursuant to the general authority granted by the
Bylaws shall be conclusive evidence of the authority of such officer to sign
such instrument on behalf of the Company.
Section 5.2 LOANS. No loans shall be contracted on behalf of the
corporation and no evidence 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 5.3 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.
9
Section 5.4 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 VI
SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES
Section 6.1 REGULATIONS. The Board of Directors may make such rules
and regulations as it may deem appropriate concerning the issuance, transfer and
registration of certificates for shares of the corporation, including the
appointment of transfer agents and registrars.
Section 6.2 CERTIFICATES FOR SHARES. Certificates representing shares
of the corporation shall be respectively numbered serially for each class of
shares, or series thereof, as they are issued, shall be impressed with the
corporate seal or a facsimile thereof, and shall be signed by the President or
Vice President and by the Secretary or an Assistant Secretary; provided that
such signatures may be facsimile if the certificate is counter signed by a
transfer agent, or registered by a registrar other than the corporation itself
or its employee. Each certificate shall state the name of the corporation, the
fact that the corporation is organized or incorporated under the laws of the
State of Nevada, the name of the person to whom issued, the date issuance, the
class (or series of any class), the number of shares represented thereby and the
par value of the shares represented thereby or a statement that such shares are
without par value. A statement of the designations, preferences, qualifications,
limitations, restrictions and special or relative rights of the shares of each
class shall be set forth in full or summarized on the face or back of the
certificates which the corporation shall issue, or in lieu thereof, the
certificate may set forth that such a statement or summary will be furnished to
any shareholder upon request with charge. Each certificate shall be otherwise in
such form as may be prescribed by the Board of Directors and shall conform to
the rules of any stock exchange on which the shares may be listed.
The corporation shall not issue certificates representing fractional
shares and shall not be obligated to make any transfers creating a fractional
interest in a share of the stock. The corporation may, but shall not be
obligated to, issue script in lieu of any fractional shares, such script to have
terms and conditions specified by the Board of Directors.
Section 6.3 CANCELLATION OF CERTIFICATES. All certificates
surrendered to the corporation for transfer shall be canceled and no new
certificates shall be issued in lieu thereof until the former certificate for a
like number of shares shall have been surrendered and cancelled, except as
herein provided with respect to lost, stolen or destroyed certificates.
Section 6.4 LOST, STOLEN OR DESTROYED CERTIFICATES. Any shareholder
claiming that his certificate for shares is lost, stolen or destroyed may make
an affidavit or affirmation of that fact and lodge the same with the Secretary
of the corporation, accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer of the corporation), a
new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.
10
Section 6.5 TRANSFER OF SHARES. Subject to the terms of any
shareholder agreement relating to the transfer of shares or other transfer
restrictions contained in the Articles of Incorporation or authorized therein,
shares of the corporation shall be transferable on the books of the corporation
by the holder thereof in person or by his duly authorized attorney, upon the
surrender and cancellation of a certificate or certificates for a like number of
shares. Upon presentation and surrender of a certificate for shares properly
endorsed and payment of all taxes therefore, the transferee shall be entitled to
a new certificate or certificates in lieu thereof. As against the corporation, a
transfer of shares can be made only on the books of the corporation and in the
manner hereinabove provided, and the corporation shall be entitled to treat the
holder of record of any shares as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the part
of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by the statues of the State of Nevada.
Section 6.6 SHARES HELD FOR THE ACCOUNT OF A SPECIFIED PERSON OR
PERSONS. The Board of Directors may adopt by resolution a procedure whereby a
shareholder of the corporation may certify in writing to the corporation that
all or a portion of the shares registered in the name of such shareholder are
held for the account of a specified person or persons. The resolution shall set
forth:
(a) The classification of shareholder who may certify;
(b) The purpose or purposes for which the certification may be made;
(c) The form of certification and information to be contained
therein;
(d) If the certification is with respect to a record date or closing
of the stock transfer books, the time after the record date or
closing of the stock transfer books within which the
certification must be received by the corporation; and
(e) Such other provisions with respect to the procedure as are
deemed necessary or desirable.
Upon receipt by the corporation of a certification complying with the
procedure, the persons specified in the certification shall be deemed, for the
purpose or purposes set forth in the certification, to be the holders of record
of the number of shares specified in place of the shareholder making the
certification.
ARTICLE VII
TAXABLE YEAR
The taxable year of the corporation shall be determined by resolution
of the Board of Directors.
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ARTICLE VIII
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 IX
CORPORATE SEAL
The Board of Directors may 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 word "Seal".
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation or under
the provisions of the Nevada General Corporation Law, or otherwise, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the event or other circumstance requiring such notice,
shall be deemed equivalent to the giving of such notice.
ARTICLE XI
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may
be adopted by a majority of the directors present at any meeting of the Board of
Directors of the corporation at which a quorum is present, or by consent minutes
executed by a majority of the directors.
ARTICLE XII
EXECUTIVE COMMITTEE
Section 12.1 APPOINTMENT. The Board of Directors by resolution
adopted by a majority of the full Board, may designate two or more of its
members to constitute an Executive Committee. The designation of such Committee
and the delegation thereto of authority shall not operate to relieve the Board
of Directors, or any member thereof, of any responsibility imposed by law.
Section 12.2 AUTHORITY. The Executive Committee, when the Board of
Directors is not in session, shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the Executive Committee and except also
the Executive Committee shall not have the authority of the Board of Directors
in reference to amending the Articles of Incorporation, adopting a plan of
merger or consolidation, recommending to the shareholders the sale, lease or
other disposition of all or substantially all of the property and assets of the
corporation otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the corporation or
revocation thereof, or amending the Bylaws of the corporation.
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Section 12.3 TENURE AND QUALIFICATIONS. Each member of the Executive
Committee shall hold office until the next regular annual meeting of the Board
of Directors following his designation and until his successor is designated as
a member of the Executive Committee and is elected and qualified.
Section 12.4 MEETINGS. Regular meetings of the Executive Committee
may be held without notice at such time and places as the Executive Committee
may fix from time to time by resolution. Special meetings of the Executive
Committee may be called by any member thereof upon not less than one day's
notice stating the place, date and hour of the meeting, which notice may be
written or oral, and if mailed, shall be deemed to be delivered when deposited
in the United States mail addressed to the member of the Executive Committee at
his business address. Any member of the Executive Committee may waive notice of
any meeting and no notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the Executive Committee need not
state the business proposed to be transacted at the meeting.
Section 12.5 QUORUM. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the Executive Committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 12.6 ACTION BY EXECUTIVE COMMITTEE WITHOUT A MEETING. Any
action required or permitted to be taken by the Executive committee at a meeting
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the members entitled to vote with respect to
the subject matter thereof. The signature on such a consent is acceptable if
received by facsimile and consent may be executed in counter parts, all of which
shall constitute one document.
Section 12.7 VACANCIES. Any vacancy in the Executive Committee may be
filled by a resolution adopted by a majority of the full Board of Directors.
Section 12.8 RESIGNATIONS AND REMOVAL. Any member of the Executive
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the Executive
Committee may resign from the Executive Committee at any time by giving written
notice to the President or Secretary of the corporation, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 12.9 PROCEDURE. The Executive Committee shall elect a
presiding officer from its members and may fix its own rules of procedure which
shall not be inconsistent with these Bylaws. It shall keep regular minutes of
its proceedings and report the same to the Board of Directors for its
information at the meeting thereof held next after the proceedings shall have
been taken.
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ARTICLE XIII
EMERGENCY BYLAWS
The Emergency Bylaws provided in this Article XIII shall be operative
if a quorum of the directors can not readily be obtained because of the some
catastrophic event, notwithstanding any different provision in the preceding
article of these Bylaws or in the Articles of Incorporation of the corporation
or in the Nevada Revised General Corporation Law. To the extent not inconsistent
with the provision of this article, the Bylaws provided in the preceding
articles shall remain in effect during such emergency and upon its termination
the Bylaws shall cease to be operative.
During any such emergency:
i. A meeting of the Board of Directors may be called by any officer
or director of the corporation. Notice of the time and place of the meeting
shall be given by the person calling the meeting to such of the directors as it
may be feasible to reach by any available means of communication. Such notice
shall be given at such time in advance of the meeting as circumstances permit in
the judgment of the person calling the meetings.
ii. At any such meeting of the Board of Directors, a quorum shall
consist of the number of directors in attendance at such meeting.
iii. The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the principal office or
designate several alternative principal offices or regional offices, or
authorize the offices so to do.
iv. The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession in the
event that during such an emergency any or all officers or agents of the
cooperative shall for any reason be rendered incapable of discharging their
duties
v. Corporate action taken in good faith in accordance with the
Emergency Bylaws: (i) binds the corporation, and (ii) may not be the basis for
imposition of liability on any director, officer, employee or agent of the
corporation on the grounds that the action was not an authorized corporate
action.
vi. These Emergency Bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the shareholders, but
no such repeal or change shall modify the provisions of the next preceding
paragraph with regard to action taken prior to the time of such repeal or
change. Any amendment of these Emergency Bylaws may make any further or
different provision that may be practical and necessary for the circumstances of
the emergency.
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 9/14/00 | | | | | | | None on these Dates |
| | 8/20/99 | | 1 |
| List all Filings |
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