Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Newsmax Media, Inc. Form SB-2 67 330K
2: EX-3.1 Articles of Incorporation of the Registrant 7 33K
3: EX-3.2 Bylaws of the Registrant 13 50K
4: EX-4.1 Specimen Common Stock Certificate 1 7K
5: EX-10.1 1999 Stock Plan 13 57K
6: EX-10.2 Commercial Lease Agreement Dated May 1, 2001 16 67K
7: EX-10.3 Commercial Lease Agreement Dated 9-17-1999 22 75K
8: EX-10.4 Addendum Dated 10-1-2000 to Commercial Lease Agmt 22 82K
9: EX-10.5 Executive Employment Agreement Christopher Ruddy 9 40K
10: EX-10.6 Executive Employment Agreement Bruce R. Lonic, Jr. 9 41K
11: EX-10.7 Executive Employment Agreement Kevin Timpy 9 40K
12: EX-23.1 Consent of Daszkal Bolton LLP C.P.A. 1 5K
EX-3.2 — Bylaws of the Registrant
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EXHIBIT 3.2
CORPORATE BY-LAWS
OF
SEQUOIA DIGITAL CORP.
ARTICLE 1
MEETINGS OF STOCKHOLDERS
1.1 Annual Meeting
The annual meeting of the stockholders of this corporation shall be
held at the time and place designated by the Board of Directors of this
corporation.
1.2 Special Meetings
Special meetings of the stockholders shall be held when directed by the
President or the Board of Directors, or when requested in writing by the holders
of not less than twenty-five percent (25%) of all the shares entitled to vote at
the meeting.
1.3 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 or special
meeting of the shareholders. If no designation is made, the place of meeting
shall be the principal place of business of the corporation.
1.4 Notice
Except as otherwise provided in Chapter 78, Nevada Revised Statutes,
written notice stating the place, day and hour of the meeting and in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten (10) nor more than sixty (60) days before
the date of the meeting, either personally or by first class mail, by, or at the
direction of the President, the Secretary or the officer or persons calling the
meeting, to each stockholder of record entitled to vote at the meeting. If
mailed, the notice shall be deemed effective when deposited in the United States
mail, addressed to the stockholder at his address as it appears on the stock
transfer books of the corporation, with postage prepaid.
When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken. At the adjourned meeting any business may be transacted
that might have been transacted on the original date of the meeting. If,
however, after the adjournment, the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given as
provided in this section to each shareholder of record on the new record date
entitled to vote at such meeting.
1.5 Waiver of Notice of Meeting
Whenever any notice is required to be given to any shareholder, a
waiver in writing signed by the person or persons entitled to such notice,
whether signed before, during, or after the time of the meeting and delivered to
the corporation for inclusion in the minutes or filing with the corporate
records, shall be equivalent to the giving of such notice. Attendance of a
person at a
meeting shall constitute a waiver of (a) lack of or defective notice of the
meeting, unless the person objects at the beginning of the meeting to the
holding of the meeting or the transacting of any business at the meeting or (b)
lack of defective notice of a particular matter at a meeting that is not within
the purpose or purposes described in the meeting notice, unless the person
objects to considering the matter when it is presented.
1.6 Fixing of Record Date
In order that the corporation may determine the shareholders entitled
to notice of, or to vote at, any meeting of shareholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting,
or to demand a special meeting, the board of directors may fix, in advance, a
record date, not more than sixty (60) days before the date of the meeting or any
other action. A determination of shareholders of record entitled to notice of,
or to vote at, a meeting of shareholders shall apply to any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than one hundred twenty (120) days
after the date fixed for the original meeting.
If no prior action is required by the Board of Directors, the record
date for determining shareholders entitled to take action without a meeting is
the date the first signed written consent is delivered to the corporation under
Section 1.14 of this Article.
1.7 Voting Record
After fixing a record date for a meeting of shareholders, the
corporation shall prepare an alphabetical list of the names of all its
shareholders entitled to notice of the meeting, arranged by voting group with
the address of, and the number, class, and series, if any, of shares held by,
each shareholder. The shareholders' list must be available for inspection by any
shareholder for a period of ten (10) days before the meeting or such shorter
time as exists between the record date and the meeting and continuing through
the meeting at the corporation's principal place of business, at a place
identified in the meeting notice in the city where the meeting will be held, or
at the office of the corporation's transfer agent or registrar. Any shareholder
of the corporation or the shareholder's agent or attorney is entitled on written
demand to inspect the shareholders' list (subject to the requirements of Section
78.105, Nevada Revised Statutes) during regular business hours at the
shareholder's expense, during the period it is available for inspection.
The corporation shall make the shareholders' list available at the meeting of
shareholders, and any shareholder or the shareholder's agent or attorney is
entitled to inspect the list at any time during the meeting or any adjournment.
1.8 Quorum
Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Except as otherwise provided in the articles of incorporation or by law,
a majority of the shares entitled to vote on the matter by each voting group,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, but in no event shall a quorum consist of less than one-third
(l/3) of the shares of each voting group entitled to vote. If less than a
majority of outstanding shares entitled to vote are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice. After a quorum has been established at any
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shareholders' meeting, the subsequent withdrawal of shareholders, so as to
reduce the number of shares entitled to vote at the meeting below the number
required for a quorum, shall not affect the validity of any action taken at the
meeting or any adjournment thereof.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
1.9 Voting Per Share
Except as otherwise provided in the Articles of Incorporation or by
Chapter 78, Nevada Revised Statutes, each shareholder is entitled to one (1)
vote for each outstanding share held by him or her on each matter voted at a
shareholders' meeting.
1.10 Voting of Shares
A shareholder may vote at any meeting of shareholders of the
corporation, either in person or by proxy.
Shares standing the name of another corporation, domestic or foreign,
may be voted by the officer, agent, or proxy designated by the bylaws of the
corporate shareholder or, in the absence of any applicable bylaw, by a person or
persons designated by the Board of Directors of the corporate shareholder. In
the absence of any such designation or, in the case of conflicting designations
by the corporate shareholder, the chairman of the board, the president, any vice
president, the secretary, and the treasurer of the corporate shareholder, in
that order, shall be presumed to be fully authorized to vote the shares.
Shares held by an administrator, executor, guardian, personal
representative, or conservator may be voted by him or her, either in person or
by proxy, without a transfer of such shares into his or her name. Shares
standing in the name of a trustee may be voted by him or her, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him or her
without the transfer of such shares into his or her name or the name of his or
her nominee.
Shares held by or under the control of, a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by such person without the transfer into his or her name.
If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety, or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the secretary of the corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one votes, in person or by proxy, that act binds all; (b) if more than one vote,
in person or by proxy, the act of the majority so voting binds all; (c) if more
than one votes, in person or by proxy, but the vote is evenly split on any
particular matter, each faction is entitled to vote the share or shares in
question proportionately; or (d) if the instrument or order so filed shows that
any such tenancy is held in unequal interest, a majority or a vote evenly split
for purposes hereof shall be a majority or a
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vote evenly split in interest. The principles of this paragraph shall apply,
insofar as possible, to execution of proxies, waivers, consents, or objections
and for the purpose of ascertaining the presence of a quorum.
1.11 Proxies
Any shareholder of the corporation, other person entitled to vote on
behalf of a shareholder pursuant to Section 78.355, Nevada Revised Statutes, or
attorney-in-fact for such persons, may vote the shareholder's shares in person
or by proxy. Any shareholder may appoint a proxy to vote or otherwise act for
him or her by signing an appointment form, either personally or by an
attorney-in-fact. An executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be deemed a sufficient appointment
form.
An appointment of a proxy is effective when received by the secretary
of the corporation or such other officer or agent authorized to tabulate votes,
and shall be valid for up to eleven (11) months, unless a longer period is
expressly provided in the appointment form.
The death or incapacity of the shareholder appointing a proxy does not
affect the right of the corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the secretary or other officer
or agent authorized to tabulate votes before the proxy exercises authority under
the appointment.
An appointment of a proxy is revocable by the shareholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest.
If a proxy for the same shares confers authority upon two (2) or more
persons and does not otherwise provide, a majority of them present at the
meeting or, if only one (1) is present, that one (1) may exercise all the powers
conferred by the proxy, but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of the shares shall be prorated.
If a proxy expressly provides, any proxy holder may appoint in writing
a substitute to act in his place.
1.12 Voting Trust
One (1) or more stockholders of this corporation may create a voting
trust, conferring on a trustee or trustees, the right to vote or otherwise act
for them, by signing an agreement setting out the provisions of the trust and
transferring their shares to the trustee.
1.13 Stockholders' Agreements
Two (2) or more stockholders of this corporation may provide for the
manner in which they will vote their shares by signing an agreement for that
purpose, subject to the requirements of Chapter 78, Nevada Revised Statutes.
Nothing in that agreement shall impair the right of this corporation to treat
the stockholders of record as entitled to vote the shares standing in their
names.
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1.14 Action Without a Meeting
Unless otherwise provided in the Articles of Incorporation, action
required or permitted to be taken at any meeting of the shareholders may be
taken without a meeting, without prior notice, and without a vote if the action
is taken by the holders of outstanding shares of each voting group than the
entitled minimum to vote number on it of having votes not with less respect to
each voting group that would be necessary to authorize or take such action at a
meeting at which all voting groups and shares entitled to vote were present and
voted. In order to be effective, the action must be evidenced by one (1) or more
written consents describing the action taken, dated and signed by approving
shareholders having the requisite number of votes of each voting group entitled
to vote, and delivered to the corporation at its principal office, or to the
corporate secretary or other office or agent of the corporation having custody
of the book in which proceedings of meetings of shareholders are recorded.
Any written consent may be revoked before the date that the corporation
receives the required number of consents to authorize the proposed action. No
revocation is effective unless in writing and until received by the corporation
at its principal office or its principal place of business, or received by the
corporate secretary or other officer or agent of the corporation having custody
of the book in which proceedings of meetings of shareholders are recorded.
If required by Chapter 78, Nevada Revised Statutes, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action. The notice, if required, shall fairly summarize
the material features of the authorized action and, if the action is one for
which dissenters' rights are provided under the Articles of Incorporation or by
law, the notice shall contain a clear statement of the right of shareholders
dissenting therefrom to be paid the fair value of their shares upon compliance
with applicable law.
A consent signed as required by this section has the effect of a
meeting vote and may be described as such in any document.
Whenever action is taken as provided in this section, the written
consent of the shareholders consenting or the written reports of inspectors
appointed to tabulate such consents shall be filed with the minutes of
proceedings of shareholders.
1.15 Manner of Action
If a quorum is present, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless a
greater or lesser number of affirmative votes is required by the Articles of
Incorporation or by law.
1.16 Voting for Directors
Unless otherwise provided in the Articles of Incorporation, directors
will be elected by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present.
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ARTICLE 2
DIRECTORS
2.1 Function
All corporate powers shall be exercised by or under the authority of,
and the business and affairs of this corporation shall be managed under the
direction of the Board of Directors.
2.2 Qualification
Each director must be a natural person at least eighteen (18) years of
age, but need not be a resident of the State of Nevada or a stockholder of this
corporation.
2.3 Compensation
Each director may be paid the expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as a director
or a fixed sum for attendance at each meeting of the Board of Directors or both,
as may from time to time be determined by action of the Board of Directors. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefore.
2.4 Duties of Directors
A director shall perform his duties as a director, including his duties
as a member of any committee of the Board upon which he may serve, in good
faith, in a manner he reasonably believes to be in the best interests of the
corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements and
other financial data, in each case prepared by:
(a) One (1) or more officers or employees of the corporation whom
the director reasonably believes to be reliable and competent in the matters
presented;
(b) Counsel, public accountants or other persons as to matters
which the director reasonably believes to be within that person's professional
or expert competence; or
(c) A committee of the Board upon which he does not serve, duly
designated in accordance with a provision of the Articles of Incorporation or
these By-Laws, as to matters within its designated authority, which committee
the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause that reliance
described above to be unwarranted.
A person who performs his duties in compliance with this section shall
have no liability by reason of being or having been a director of this
corporation.
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2.5 Presumption of Assent
A director of the corporation who is present at a meeting of the Board
of Directors or a committee of the Board when corporate action is taken shall be
presumed to have assented to the action taken, unless he or she objects at the
beginning of the meeting, or promptly upon arrival, to holding the meeting or
transacting specific business at the meeting, or he or she votes against or
abstains from the action taken.
2.6. Number
This corporation shall have no more than fifteen and no less than three
directors. The number of directors may be increased or decreased from time to
time by amendment to these By-Laws, but no decrease shall have the effect of
shortening the terms of any incumbent directors.
2.7 Term
Each member of the Board of Directors shall hold office until a
successor shall have been elected and qualified, or until his earlier
resignation, removal from office or death.
2.8 Vacancies
Any vacancy occurring in the Board of Directors, including any vacancy
created by reason of an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board Directors. A director elected to fill a vacancy shall hold
office only until the next election of directors by the stockholders.
2.9 Resignation of Directors
Any director may resign at any time by giving written notice to the
corporation, the Board of Directors, or its chairman. The resignation of any
director shall take effect when the notice is delivered unless the notice
specifies a later effective date, in which even the Board of Directors may fill
the pending vacancy before the effective date if they provide that the successor
does not take office until the effective date.
2.10 Removal of Directors.
Any director, or the entire Board of Directors, may be removed, with or
without cause, by action of the shareholders, except that a director may not be
removed if the number of votes sufficient to elect him under cumulative voting
is voted against his removal. If a director was elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove that director. The notice of the meeting at which a vote is taken
to remove a director must state that the purpose or one of the purposes of the
meeting is the removal of the director or directors.
2.11 Quorum and Voting
A majority of the number of directors fixed by these By-Laws shall
constitute a quorum for the transaction of business; provided, however, that
whenever, for any reason, a vacancy occurs in the Board of Directors, a quorum
shall consist of a majority of the remaining directors until the vacancy has
been filled.
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The act of a majority of the directors present at a meeting at which a
quorum is present when the vote is taken shall be the act of the Board of
Directors.
2.12 Director Conflicts of Interest
No contract or other transaction between this corporation and one (1)
or more of its directors or any other corporation, firm, association or entity
in which one (1) or more of its directors are directors or officers or are
financially interested, shall be either void or voidable because of such
relationship or interest, because such director or directors are present at the
meeting of the Board of Directors or a committee thereof which authorizes,
approves or ratifies the contract or transaction, or because his or their votes
are counted for that purpose, if:
(a) The fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves or
ratifies the contract or transaction in good faith by a vote or consent
sufficient for the purpose without counting the votes or consents of the
interested directors; or
(b) The fact of that relationship or interest is disclosed or
known to the stockholders entitled to vote and they authorize, approve or ratify
such contract or transaction in good faith by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the Board, a committee or the
stockholders.
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 of it
that authorizes, approves or ratifies such contract or transaction.
2.13 Executive and Other Committees
The Board of Directors, by resolution adopted by a majority of the full
Board of Directors, may designate from among its members an executive committee
and one (1) or more other committees, each of which, to the extent provided in
the resolution, shall have and may exercise all the authority of the Board of
Directors, except as may be prohibited by Chapter 78, Nevada Revised Statutes.
2.14 Time, Place, Notice and Call of Meetings
An annual regular meeting of the Board of Directors shall be held
without notice immediately after, and at the same place as, the annual meeting
of the shareholders and at such other time and places as may be determined by
the Board of Directors. The Board of Directors may, at any time and from time to
time, provide by resolution the time and place, either within or without the
State of Nevada, for the holding of the annual regular meeting or additional
regular meetings of the Board of Directors without other notice than the
resolution.
Special meetings of the Board of Directors may be called by the
chairman of the board, the president, or any director.
The person or persons authorized to call special meetings of the Board
of Directors may
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designate 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. If no
designation is made, the place of the meeting shall be the principal office of
the corporation in Florida.
Notice of any special meeting of the Board of Directors may be given by
any reasonable means, oral or written, and at any reasonable time before the
meeting. The reasonableness of notice given in connection with any special
meeting of the Board of Directors shall be determined in light of all pertinent
circumstances. It shall be presumed that notice of any special meeting given at
least two (2) days before the meeting either orally (by telephone or in person),
or by written notice delivered personally or mailed to each director at his or
her business or residence address, is reasonable. If mailed, the notice of any
special meeting shall be deemed to be delivered on the second day after it is
deposited in the United States mail, so addressed, with postage prepaid. Neither
the business to be transacted at, nor the purpose or purposes of, any special
meeting need be specified in the notice or in any written waiver of notice of
the meeting.
Members of the Board of Directors may participate in a meeting of the
Board by means of a conference telephone call or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
2.15 Waiver of Notice
Notice of a meeting of the Board of Directors need not be given to any
director who signs a written waiver of notice before, during, or after the
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of the meeting and a waiver of any and all objections to the place of the
meeting, the time of the meeting, and the manner in which it has been called or
convened, except when a director states, at the beginning of the meeting or
promptly upon arrival at the meeting, any objection to the transaction of
business because the meeting is not lawfully called or convened.
2.16 Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Board
of Directors or a committee of it may be taken without a meeting if a consent in
writing, stating the action so taken without a meeting if a consent in writing,
stating the action so taken, is signed by all the directors. Action taken under
this section is effective when the last director signs the consent, unless the
consent specifies a different effective date. A consent signed under this
section shall have the effect of a meeting vote and may be described as such in
any document.
2.17 Indemnification
This corporation shall have the power to and shall indemnify any person
who was or is a party to any proceeding from any liability or expenses incurred
by reason of the fact that such person is or was a director of this corporation,
to the full extent allowed under the laws of the State of Nevada.
2.18 Fees and Compensation
Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursement for expenses, as may be fixed
and determined by the Board.
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ARTICLE 3
OFFICERS
3.1 Officers
The officers of this corporation shall consist of a Chairman,
President, Chief Financial Officer, Secretary and Treasurer, each of whom shall
be elected by the Board of Directors at the first meeting of directors
immediately following the annual meeting of stockholders of this corporation,
and shall serve until their successors are chosen and qualified. The other
officers, assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors from time to time. Any two (2) or
more offices may be held by the same person. The failure to elect a President,
Secretary or Treasurer shall not affect the existence of this corporation.
3.2 Duties
The officers of this corporation shall have the following duties:
3.2.1 Chairman
The Chairman shall preside over all meetings of the Board of
Directors and the stockholders and shall have such other duties as may be
prescribed by the Board of Directors.
3.2.2 President
The President shall be the chief executive officer of this
corporation, shall have general and active management of the business and
affairs of the corporation subject to the directions of the Board of Directors.
3.2.3 Secretary
The Secretary shall have custody of and maintain, all of the
corporate records except the financial records; shall record the minutes of all
meetings of the stockholders and Board of Directors, send out all notices of
meetings and perform such other duties as may be prescribed by the Board of
Directors or the President.
3.2.4 Chief Financial Officer
The Board of Directors may designate a Chief Financial
Officer. The Chief Financial Office shall have the responsibilities and duties
set forth by the Board of Directors or the President.
3.2.5 Treasurer
The Treasurer shall have custody of all corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts at the annual meetings of stockholders and
whenever else required by the Board of Directors or the President, and shall
perform such other duties as may be prescribed by the Board of Directors or the
President.
3.3 Removal of Officers
Any officer or agent elected or appointed by the Board of Directors may
be removed by
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the Board of Directors with or without cause whenever, in its judgment, the best
interests of the corporation will be served by such removal.
Any vacancy, however occurring, in any office may be filled by the
Board of Directors unless these By-Laws shall have expressly reserved that power
to the stockholders.
Removal of any officer shall be .without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.
3.4 Indemnification
This corporation shall have the power to and shall indemnify any person
who was or is a party to any proceeding from any liability or expenses incurred
by reason of the fact that such person is or was an officer of this corporation,
to the full extent allowed under the laws of the State of Nevada.
ARTICLE 4
STOCK CERTIFICATES
4.1 Issuance
Every holder of shares in this corporation shall be entitled to have a
certificate representing all shares to which he is entitled. No certificate
shall be issued for any share until the share is fully paid.
4.2 Form
Certificates representing shares in this corporation shall be signed by
the President or Vice President and the Secretary or an Assistant Secretary and
may be sealed with the seal of this corporation or a facsimile of it. The
signatures of the President or Vice President and the Secretary or Assistant
Secretary may be facsimiles if the certificate is manually signed on behalf of a
transfer agent or registrar other than the corporation itself, or an employee of
the corporation. In case any officer who signed or whose facsimile signature has
been placed upon the certificate shall have ceased to be that officer before the
certificate is issued, it may be issued by the corporation with the same effect
as if he were that officer at the date of its issuance.
Every certificate representing shares issued by this corporation shall
set forth or fairly summarize upon the face or back of the certificate, or shall
state that the corporation will furnish to any stockholder upon request and
without charge, a full statement of the designations, preferences, limitations
and relative rights of the shares of each class or series authorized to be
issued and the variations in the relative rights and preferences between the
shares of each series as far as have been fixed and determined, and the
authority of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series.
Every certificate representing shares that are restricted as to the
sale, disposition or other transfer of the shares, shall state that the shares
are restricted as to transfer and shall set forth or fairly summarize upon that
certificate, or shall state that the corporation will furnish to any
stockholder, on request and without charge, a full statement of the
restrictions.
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Each certificate representing shares shall state upon its face:
(a) The name of the corporation;
(b) That the corporation is organized under the laws of the State
of Nevada;
(c) The name of the person or persons to whom issued;
(d) The number and class of shares and the designation of the
series, if any, that the certificate represents; and,
(e) The par value of each share represented by the certificate, or
a statement that the shares are without par value.
4.3 Transfer of Stock
Transfers of shares of stock of the corporation shall be only on the
stock transfer books of the corporation, and only after the surrender to the
corporation of the certificates representing such shares. Except as provided by
Chapter 78, Nevada Revised Statutes, 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 and the corporation 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.
4.4 Lost, Stolen or Destroyed Certificates
The corporation shall issue a new stock certificate in the place of any
certificate previously issued, if the holder of record of the certificates:
(a) Makes proof in affidavit form that it has been lost, destroyed
or wrongfully taken;
(b) Requests the issue of a new certificate before the corporation
has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of any
adverse claim;
(c) At the discretion of the Board of Directors, gives bond in
such form as the corporation may direct, to indemnify the
corporation, the transfer agent and registrar against any
claim that may be made on account of the alleged loss,
destruction or theft of a certificate; and,
(d) Satisfies any other reasonable requirements imposed by the
corporation.
ARTICLE 5
BOOKS AND RECORDS
This corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its stockholders, Board of
Directors and committees of directors. This corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders, giving the names and
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addresses of all stockholders and the number, class and series, if any, of the
shares held by each.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
ARTICLE 6
CORPORATE SEAL
The corporate seal of the corporation shall be a circular seal with the
name of the corporation around the border and the year of organization in the
center.
ARTICLE 7
AMENDMENT
These By-Laws may be altered, repealed or amended and new By-Laws may
be adopted, by action of the Board of Directors, subject to the limitations of
Chapter 78, Nevada Revised statutes.
ARTICLE 8
INDEMNIFICATION
This corporation shall have the power to and shall indemnify any person
who was or is a party to any proceeding from any liability or expenses incurred
by reason of the fact that such person is or was an employee or agent of this
corporation, to the full extent allowed under the laws of the State of Nevada.
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