Amendment to Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G/A Amendment to Registration of Securities of a 47± 226K
Small-Business Issuer
4: EX-3 Articles of Incorporation/Organization or By-Laws 10± 40K
5: EX-3 Certificate of Incorporation 3± 14K
3: EX-99 Index of Exhibits 1 6K
7: EX-99 License Agreement With Ntech Corporation (Formerly 17± 60K
Minus 9 Inc.) for Silicon Carbide / Hemp
Process ("Hemp Metals") and Hydrogen
Bonding / Hemp Process ("Hemp Plastics")
6: EX-99 License Agreement With Ntech Corporation (Formerly 17± 60K
Minus 9 Inc.) for Use of Microparticle
("Stuffdust") in Paper
9: EX-99 License Agreement With the Bast Institute 10± 42K
10: EX-99 Research Agreement With Phytomedics Inc. 7± 29K
11: EX-99 Research Agreement With Phytotech Inc. 17± 59K
8: EX-99 Research Agreement With Rutgers University 8± 34K
2: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
EX-3 — Articles of Incorporation/Organization or By-Laws
BY-LAWS
OF
CONSOLIDATED GROWERS & PROCESSORS, INCORPORATED
ARTICLE I
OFFICES
1.1 Registered Office: The registered office shall be established and
maintained at and shall be the registered agent of the Corporation in
charge hereof.
1.2 Other Offices: The corporation may have other offices, either within or
without the State of Delaware, at such place or places as the Board of
Directors may from time to time appoint or the business of the
corporation may require, provided, however, that the corporation's books
and records shall be maintained at such place within the continental
United States as the Board of Directors shall from time to time
designate.
ARTICLE II
STOCKHOLDERS
2.1 Place of Stockholders' Meetings: All meetings of the stockholders of the
corporation shall be held at such place or places, within or outside the
State of Delaware as may be fixed by the Board of Directors from time to
time or as shall be specified in the respective notices thereof.
2.2 Date and Hour of annual Meetings of Stockholders: An annual meeting of
stockholders shall be held each year within five months after the close
of the fiscal year of the Corporation.
2.3 Purpose of Annual Meetings: At each annual meeting, the stockholders
shall elect the members of the Board of Directors for the succeeding
year. At any such annual meeting any further proper business may be
transacted.
2.4 Special Meetings of Stockholders: Special meetings of the stockholders
or of any class or series thereof entitled to vote may be called by the
President or by the Chairman of the Board of Directors, or at the request
in writing by stockholders of record owning at least fifty (50%) percent
of the issued and outstanding voting shares of common stock of the
corporation.
2.5 Notice of Meetings of Stockholders: Except as otherwise expressly
required or permitted by law, not less than ten days nor more than sixty
days before the date of every stockholders' meeting the Secretary shall
give to each stockholder of record entitled to date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. Such notice, if mailed shall be deemed
to be given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address for notices to such
stockholder as it appears on the records of the corporation.
2.6 Quorum of Stockholders: (a) Unless otherwise provided by the
Certificate of Incorporation or by law, at any meeting of the
stockholders, the presence in person or by proxy of stockholders entitled
to cast a majority of the votes thereat shall constitute a quorum. The
withdrawal of any shareholder after the commencement of a meeting shall
have no effect on the existence of a quorum, after a quorum has been
established at such meeting.
(b) At any meeting of the stockholders at which a quorum shall be
present, a majority of voting stockholders, present in person or by
proxy, may adjourn the meeting from time to time without notice
other than announcement at the meeting. In the absence of a
quorum, the officer presiding thereat shall have power to adjourn
the meeting from time to time until a quorum shall be present.
Notice of any adjourned meeting, other than announcement at the
meeting, shall not be required to be given except as provided in
paragraph (d) below and except where expressly required by law.
(c) At any adjourned session at which a quorum shall be present, any
business may be transacted which might have been transacted at the
meeting originally called but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote
at any adjournment or adjournments thereof, unless a new record
date is fixed by the Board of Directors.
(d) If an adjournment is for more than thirty days, or if after the
adjournment, a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
2.7 Chairman and Secretary of Meeting: The President shall preside at
meetings of the stockholders. The Secretary shall act as secretary of
the meeting or if he is not present, then the presiding officer may
appoint a person to act as secretary of the meeting.
2.8 Voting by Stockholders: Except as may be otherwise provided by the
Certificate of Incorporation or these by-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each
share of voting stock standing in his name on the books of the
corporation on the record date for the meeting. Except as otherwise
provided by these by-laws, all elections and questions shall be decided
by the vote of a majority in interest of the stockholders present in
person or represented by proxy and entitled to vote at the meeting.
2.9 Proxies: Any stockholder entitled to vote at any meeting of stockholders
may vote either in person or by proxy. Every proxy shall be in writing,
subscribed by the stockholder or his duly authorized attorney-in-fact,
but need not be dated, sealed, witnessed or acknowledged.
2.10 Inspectors: The election of directors and any other vote by ballot at
any meeting of the stockholders shall be supervised by at least two
inspectors. Such inspectors may be appointed by the presiding officer
before or at the meeting; or if one or both inspectors so appointed shall
refuse to serve or shall not be present, such appointment shall be made
by the offer presiding at the meeting.
2.11 List of Stockholders: (a) At least ten days before every meeting of
stockholders, the Secretary shall prepare and make a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of
shares registered in the name of each stockholder.
(b) During ordinary business hours, for a period of at least ten days
prior to the meeting, such list shall be open to examination by any
stockholder for any purpose germane to the meeting, either at a place
within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held.
(c) The list shall also be produced and kept at the time and place of
the meeting during the whole time of the meeting, and it may be
inspected by any stockholder who is present.
(d) The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required
by this Section 2.11 or the books of the corporation, or to vote in
person or by proxy at any meeting of stockholders.
2.12 Procedure at Stockholders' Meetings: Except as otherwise provided by
these by-laws or any resolutions adopted by the stockholders or Board of
Directors, the order of business and all other matters of procedure at
every meeting of stockholders shall be determined by the presiding
officer.
2.13 Action By Consent Without Meeting: Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any
annual or special meeting of stockholders, or any action which may be
taken at any annual or special meeting, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have
not consented in writing.
ARTICLE III
DIRECTORS
3.1 Powers of Directors: The property, business and affairs of the
corporation shall be managed by its Board of Directors which may exercise
all the powers of the corporation except such as are by the law of the
State of Delaware or the Certificate of Incorporation or these by-laws
required to be exercised or done by the stockholders.
3.2 Number, Method of Election, Terms of Office of Directors: The number of
directors which shall constitute the Board of Directors shall be five (5)
unless and until otherwise determined by a vote of a majority of the
entire Board of Directors. Each director shall hold office until the
next annual meeting of stockholders and until his successor is elected
and qualified, provided, however, that a director may resign at any time.
Directors need not be stockholders.
3.3 Vacancies on Board of Directors; Removal: (a) Any director may resign
his office at any time by delivering his resignation in writing to the
Chairman of the Board or to the President. It will take effect at the
time specified therein or, if no time is specified, it will be effective
at the time of its receipt by the corporation. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly
so provided in the resignation.
(b) Any vacancy in the authorized number of directors may be filed by
majority vote of the stockholders and any director so chosen shall
hold office until the next annual election of directors by the
stockholders and until his successor is duly elected and qualified or
until his earlier resignation or removal.
(c) Any director may be removed with or without cause at any time by the
majority vote of the stockholders given at a special meeting of the
stockholders called for that purpose.
3.4 Meetings of the Board of Directors: (a) The Board of Directors may hold
their meetings, both regular and special, either within or outside the
State of Delaware.
(b) Regular meetings of the Board of Directors may be held at such time
and place as shall from time to time be determined by resolution of
the Board of Directors. No notice of such regular meetings shall be
required. If the date designated for any regular meeting be a legal
holiday, then the meeting shall be held on the next day which is not
a legal holiday.
(c) The first meeting of each newly elected Board of Directors shall be
held immediately following the annual meeting of the stockholders for
the election of officers and the transaction of such other business
as may come before it. If such meeting is held at the place of the
stockholders' meeting, no notice thereof shall be required.
(d) Special meetings of the Board of Directors shall be held whenever
called by direction of the Chairman of the Board or the President or
at the written request of any one director.
(e) The Secretary shall give notice to each director of any special meeting
of the Board of Directors by mailing the same at least three days before the
meeting or by telegraphing, telexing, or delivering the same no later than the
date before the meeting.
Unless required by law, such notice need not include a statement of the
business to be transacted at, or the purpose of, any such meeting. Any
and all business may be transacted at any meeting of the Board of
Directors. No notice of any adjourned meeting need be given. No notice
to or waiver by any director shall be required with respect to any
meeting at which the director is present.
3.5 Quorum and Action: Unless provided otherwise by law or by the
Certificate of Incorporation or these by-laws, a majority of the
directors shall constitute a quorum for the transaction of business; but
if there shall be less than a quorum at any meeting of the Board, a
majority of those present may adjourn the meeting from time to time. The
vote of a majority of the directors present at any meeting at which a
quorum is present shall be necessary to constitute the act of the Board
of Directors.
3.6 Presiding Officer and Secretary of the Meeting: The President, or, in
his absence a member of the Board of Directors selected by the members
present, shall preside at meetings of the Board. The Secretary shall act
as secretary of the meeting, but in his absence the presiding officer may
appoint a secretary of the meeting.
3.7 Action by Consent Without Meeting: Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes or proceedings of the
Board or committee.
3.8 Action by Telephonic Conference: Members of the Board of Directors, or
any committee designated by such Board, may participate in a meeting of
such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in such a meeting
shall constitute presence in person at such meeting.
3.9 Committees: The Board of Directors shall, by resolution or resolutions
passed by a majority of directors designate one or more committees to
consist of one or more directors of the Corporation, for such purposes as
the Board shall determine. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee.
3.10 Compensation of Directors: Directors shall receive such reasonable
compensation for their service on the Board of Directors or any
committees thereof, whether in the form of salary or a fixed fee for
attendance at meetings, or both, with expenses, if any, as the Board of
Directors may from time to time determine. Nothing herein contained
shall be construed to preclude any director from serving in any other
capacity and receiving compensation therefor.
ARTICLE IV
OFFICERS
4.1 Officers, Title, Elections, Terms; (a) The elected officers of the
corporation shall be a President, a Treasurer and a Secretary, and such
other officers as the Board of Directors shall deem advisable. The
officers shall be elected by the Board of Directors at its annual meeting
following the annual meeting of the stockholders, to serve at the
pleasure of the Board or otherwise as shall be specified by the Board at
the time of such election and until their successors are elected and
qualified.
(b) The Board of Directors may elect or appoint at any time, and from
time to time, additional officers or agents with such duties as it may
deem necessary or desirable. Such additional officers shall serve at
the pleasure of the Board or otherwise as shall be specified by the
Board at the time of such election or appointment. Two or more
officers may be held by the same person.
(c) Any vacancy in any office may be filled for the unexpired portion
of the term by the Board of Directors.
(d) Any officer may resign his office at any time. Such resignation
shall be made in writing and shall take effect at the time specified
therein or, if no time has been specified, at the time of its receipt
by the corporation. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the
resignation.
(e) The salaries of all officers of the corporation shall be fixed by
the Board of Directors.
4.2 Removal of Elected Officers: Any elected officer may be removed at any
time, either with or without cause, by resolution adopted at any regular
or special meeting of the Board of Directors by a majority of the
directors then in office.
4.3 Duties: (a) President: The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall supervise and control all the business and affairs of
the corporation. He shall, when present, preside at all meetings of the
stockholders and of the Board of Directors. He shall see that all orders
and resolutions of the Board of Directors are carried into effect (unless
any such order or resolution shall provide otherwise), and in general
shall 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.
(b) Treasurer: The Treasurer shall (1) have charge and custody of and be
responsible for all funds and securities of the Corporation; (2)
receive and give receipts for moneys due and payable to the
corporation from any source whatsoever; (3) deposit all such moneys
in the name of the corporation in such banks, trust companies, or
other depositories as shall be selected by resolution of the Board of
Directors; and (4) in general perform all 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. He
shall, if required by the Board of Directors, give a bond for the
faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
(c) Secretary: The Secretary shall (1) keep the minutes of the meetings
of the stockholders, the Board of Directors, and all committees, if
any, of which a secretary shall not have been appointed, in one or
more books provided for that purpose; (2) see that all notices are
duly given in accordance with the provisions of these by-laws and as
required by law; (3) 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; (4) keep a register
of the post office address of each stockholder which shall be
furnished to the Secretary by such stockholder; (5) have general
charge of stock transfer books of the Corporation; and (6) in general
perform all duties incident to the office of secretary and such other
duties as from time to time any be assigned to him by the President
or by the Board of Directors.
ARTICLE V
CAPITAL STOCK
5.1 Stock Certificates: (a) Every holder of stock in the corporation shall
be entitled to have a certificate signed by, or in the name of, the
corporation by the President and by the Treasurer or the Secretary,
certifying the number of shares owned by him.
(b) If such certificate is countersigned by a transfer agent other than
the corporation or its employee, or by a registrar other than the
corporation or its employee, the signatures of the officers of the
corporation may be facsimiles, and, if permitted by law, any other
signature may be a facsimile.
(c) In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the
date of issue.
(d) Certificates of stock shall be issued in such form not inconsistent
with the Certificate of Incorporation as shall be approved by the
Board of Directors, and shall be numbered and registered in the order
in which they were issued.
(e) All certificates surrendered to the corporation shall be canceled
with the date of cancellation, and shall be retained by the
Secretary, together with the powers of attorney to transfer and the
assignments of the shares represented by such certificates, for such
period of time as shall be prescribed from time to time by resolution
of the Board of Directors.
5.2 Record Ownership: A record of the name and address of the holder of such
certificate, the number of shares represented thereby and the date of
issue thereof shall be made on the corporation's books. The corporation
shall be entitled to treat the holder of any share of stock as the holder
in fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any
other person, whether or not it shall have express or other notice
thereof, except as required by law.
5.3 Transfer of Record Ownership: Transfers of stock shall be made on the
books of the corporation only by direction of the person named in the
certificate or his attorney, lawfully constituted in writing, and only
upon the surrender of the certificate therefor and a written assignment
of the shares evidenced thereby. Whenever any transfer of stock shall be
made for collateral security, and not absolutely, it shall be so
expressed in the entry of the transfer if, when the certificates are
presented to the corporation for transfer, both the transferor and the
transferee request the corporation to do so.
5.4 Lost, Stolen or Destroyed Certificates: Certificates representing shares
of the stock of the corporation shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed in such manner
and on such terms and conditions of the Board of Directors from time to
time may authorize.
5.5 Transfer Agent; Registrar; Rules Respecting Certificates: The
corporation may maintain one or more transfer offices or agencies where
stock of the corporation shall be transferable. The corporation may also
maintain one or more registry offices where such stock shall be
registered. The Board of Directors may make such rules and regulations
as it may deem expedient concerning the issue, transfer and registration
of stock certificates.
5.6 Fixing Record Date for Determination of Stockholders of Record: The
Board of Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to vote at,
any meeting of the stockholders or any adjournment thereof, or the
stockholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or to
express consent to corporate action in writing without a meeting, or in
order to make a determination of the stockholders for the purpose of any
other lawful action. Such record date in any case shall be not more than
sixty days nor less than ten days before the date of a meeting of the
stockholders, nor more than sixty days prior to any other action
requiring such determination of the stockholders. A determination of
stockholders of record entitled to notice or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.
5.7 Dividends: Subject to the provisions of the Certificate of
Incorporation, the Board of Directors may, out of funds legally available
therefore at any regular or special meeting, declare dividends upon the
capital stock of the corporation as and when they deem expedient. Before
declaring any dividend there may be set apart out of any funds of the
corporation available for dividends, such sum or sums as the board of
Directors from time to time in their discretion deem proper for working
capital or as a reserve fund to meet contingencies or for equalizing
dividends or for such other purposes as the Board of Directors shall deem
conducive to the interest of the corporation.
ARTICLE VI
SECURITIES HELD BY THE CORPORATION
6.1 Voting: Unless the Board of Directors shall otherwise order, the
President, the Secretary or the Treasurer shall have full power and
authority, on behalf of the corporation, to attend, act and vote at any
meeting of the stockholders of any corporation in which the corporation
may hold stock, and at such meeting to exercise any or all rights and
powers incident to the ownership of such stock, and to execute on behalf
of the corporation a proxy or proxies empowering another or others to act
as aforesaid. The Board of Directors from time to time may confer like
powers upon any other person or persons.
6.2 General Authorization to Transfer Securities Held by the Corporation:
(a) Any of the following officers, to wit: the President and the
Treasurer shall be, and they hereby are, authorized and empowered to
transfer, convert, endorse, sell, assign, set over and deliver any and
all shares of stock, bonds, debentures, notes, subscription warrants,
stock purchase warrants, evidence of indebtedness, or other securities
now or hereafter standing in the name of or owned by the corporation, and
to make, execute and deliver, under the seal of the corporation, any and
all written instruments of assignment and transfer necessary or proper to
effectuate the authority hereby conferred.
(b) Whenever there shall be annexed to any instrument of assignment and
transfer executed pursuant to and in accordance with the foregoing
paragraph (a), a certificate of the Secretary of the corporation in
office at the date of such certificate setting forth the provision s
of this Section 6.2 and stating that they are in full force and
effect and setting forth the names of persons who are then officers
of the corporation, then all persons to whom such instrument and
annexed certificate shall thereafter come, shall be entitled, without
further inquiry or investigation and regardless of the date of such
certificate, to assume and to act in reliance upon the assumption
that the shares of stock or other securities named in such instrument
were theretofore duly and properly transferred, endorsed, sold,
assigned, set over and delivered by the corporation, and that with
respect to such securities the authority of these provisions of the
by-laws and of such officers is still in full force and effect.
ARTICLE VII
MISCELLANEOUS
7.1 Signatories: All checks, drafts or other orders for the payment of
money, note or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
7.2 Seal: The seal of the corporation shall be in such form and shall have
such content as the Board of Directors shall from time to time determine.
7.3 Notice and Waiver of Notice: Whenever any notice of the time, place or
purpose of any meeting of the stockholders, directors or a committee is
required to be given under the law of the State of Delaware, the Certificate
of Incorporation or these by-laws, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or after the
holding thereof, or actual attendance at the meeting in person or, in the
case of any stockholder, by his attorney-in-fact, shall be deemed equivalent to
the giving of such notice to such persons.
7.4 Indemnity: The corporation shall indemnify its directors, officers and
employees to the fullest extent allowed by law, provided, however, that it
shall be within the discretion of the Board of Directors whether to advance
any funds in advance of disposition of any action, suit or proceeding, and
provided further that nothing in this section 7.4 shall be deemed to obviate
the necessity of the Board of Directors to make any determination that
indemnification of the director, officer or employee is proper under the
circumstances because he has met the applicable standard of conduct set forth
in subsections (a) and (b) of Section 145 of the Delaware General Corporation
Law.
Fiscal year: Except as from time to time otherwise determined by the Board of
Directors, the fiscal year of the corporation shall end on June 30.
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