Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Form 10-Sb 45 161K
2: EX-2.01 Certificate of Incorporation 2 8K
3: EX-2.02 Certificate of Merger, With Agreement of Merger 5 17K
4: EX-2.03 By-Laws 11 25K
5: EX-2.04 Amendment to By-Laws 1 8K
6: EX-5.01 Lock Up Agreement 1 5K
7: EX-8.01 Agreement and Plan of Merger 33 99K
EX-2.04 — Amendment to By-Laws
EX-2.04 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 2.04
SURETY HOLDINGS CORP.
a Delaware Corporation
UNANIMOUS WRITTEN CONSENT OF
DIRECTORS IN LIEU OF MEETING
The undersigned, being the sole Director of SURETY HOLDINGS CORP., a
Delaware corporation (hereinafter referred to as the "Company"), hereby
consents, pursuant to Sec. 141(f) of the Delaware Corporations Law, to the
following resolutions as if adopted at a formal meeting called for such purpose:
BE IT RESOLVED THAT:
1. The By-Laws of the Company be amended to add the following:
Article IX: Indemnification. Each person who at any time is or
shall have been a director or officer of the Corporation and
is threatened to be or is made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of
the fact that the person is, or the person or the person's
testator or intestate was, a director, officer, employee or
agent of the Corporation, or served at the request of the
Corporation as a director, officer, employee, trustee or agent
of another corporation, partnership, joint, venture, trust or
other enterprise, shall be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person
in connection with any such threatened, pending or completed
action, suit or proceeding to the full extent authorized under
Section 145 of the General Corporation Law of the State of
Delaware. Subject to applicable statutory limitations, in
connection with the forgoing the Company may from time to
time, in its sole discretion, advance such sums it deems
appropriate for defense of any action. The foregoing right of
indemnification shall in no way be exclusive of any other
rights of indemnification to which such director or officer
may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors, or otherwise.
2. The officers of the Company be and they are hereby directed, authorized
and empowered to execute, acknowledge and deliver such documents and
instruments and perform such acts in the name and on behalf of the
Company as may be legally, properly and reasonably required or
necessary to effectuate the actions authorized by this resolution.
/s/ Yoshihiro Kamon
YOSHIHIRO KAMON, Director
Date: December 6, 2000
Dates Referenced Herein
This ‘10SB12G’ Filing | | Date | | Other Filings |
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| | |
Filed on: | | 2/9/01 | | None on these Dates |
| | 12/6/00 |
| List all Filings |
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