SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Sections 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 22, 1997
RENEGADE VENTURE (NEV.) CORPORATION
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation or organization)
33-30476-D 84-1108499
(Commission File Number) (I.R.S. Employer Identification Number)
90 Madison Street, Suite 707, Denver, Colorado 80206
(Address of Principal Executive Offices and Zip Code)
(303) 355-3000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Item 5. Other Events.
On September 18, 1997, Renegade Venture Corporation, a Colorado
corporation ("Renegade Colorado"), held a special meeting of its
shareholders in Denver, Colorado. The meeting was called to seek
shareholder approval of certain actions adopted by the Board of
Directors. The meeting agenda included proposals to redomicile
the Company from Colorado to Nevada and to elect directors. All
proposals were approved by the shareholders. The redomiciliation
was effective September 22, 1997, which the Company has
determined to be the event date for purposes of filing this
report.
REDOMICILIATION OF THE COMPANY
Effective September 22, 1997, Renegade Colorado was redomiciled
(reincorporated) from the State of Colorado to the State of
Nevada, which was accomplished by merging the Company into
RENEGADE VENTURE (NEV.) CORPORATION, a Nevada corporation formed
and wholly owned by Renegade Colorado for the purpose of the
redomiciliation. Renegade Venture (Nev.) Corporation
("Company") is now the name of the corporation. The
redomiciliation was made for the sole purpose of changing the
Company's domicile solely within the United States. Under Rule
145(a)(2) of the Securities Act of 1933, the redomiciliation did
not involve any offer or sale of a security. The Board of
Directors adopted a Merger Agreement on September 18, 1997,
setting forth the terms of the redomiciliation, which was
approved by the shareholders at the special meeting. The merger
did not effect any change in the number of shares issued and
outstanding, and certificates evidencing stock of Renegade
Colorado will, as they are received by the Company's transfer
agent, be exchanged for certificates evidencing stock of
Renegade Venture (Nev.) Corporation. The Company will not bear
any expenses associated with any exchange of certificates.
Articles and Certificate of Merger (with the Merger Agreement
attached thereto as Exhibit A) were filed with the Nevada
Secretary of State on September 22, 1997, which issued a
Certificate of Fact of Merger therefor, and filed with the
Colorado Secretary of State on September 23, 1997.
The Company has obtained a new CUSIP number for the common
stock of Renegade Venture (Nev.) Corporation, which is 759680 30
9. The common stock of the Company continues to be quoted on
the OTC Electronic Bulletin Board under the symbol "RDVN."
ASSUMPTION OF COMPENSATORY STOCK OPTION PLAN.
The 1994 Compensatory Stock Option Plan of Renegade Colorado
was assumed by the Company under the Merger Agreement, with
certain non-substantive changes. It was retitled as the 1997
Compensatory Stock Option Plan ("CSO Plan") of the Company. A
maximum of 2,000,000 common shares may be issued upon the
exercise of options under the CSO Plan, which is attached as an
exhibit to this report.
ASSUMPTION OF EMPLOYEE STOCK COMPENSATION PLAN.
The 1994 Employee Stock Compensation Plan of Renegade Colorado
was assumed by the Company under the Merger Agreement, with
certain non-substantive changes. It was retitled as the 1997
Employee Stock Compensation Plan ("ESC Plan") of the Company. A
maximum of 1,000,000 common shares may be issued under the ESC
Plan, which is attached as an exhibit to this report.
ELECTION OF DIRECTORS
The shareholders on September 18, 1997, elected Randy J. Sasaki
and Thomas Liston as directors of the Company, both of whom were
incumbent directors.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following documents are filed as exhibits
to this report on Form 8-K, or have been incorporated by
reference to another registration statement or report.
2.1 Articles and Certificate of Merger dated September 18,
1997, between Renegade Venture Corporation, a Colorado
corporation, and Renegade Venture (Nev.) Corporation, a Nevada
corporation, with Merger Agreement attached thereto as Exhibit
A............................................................. *
3.1 Certificate of Incorporation of Renegade Venture (Nev.)
Corporation .................................................. *
3.2 Bylaws of Renegade Venture (Nev.) Corporation................. *
10.1 1997 Compensatory Stock Option Plan of Renegade Venture
(Nev.) Corporation ........................................... *
10.2 1997 Employee Stock Compensation Plan of Renegade Venture
(Nev.) Corporation .......................................... *
* included as an exhibit to this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this current report on Form
8-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
DATED: October 2, 1997
RENEGADE VENTURE (NEV.) CORPORATION
/s/ Randy Sasaki
By.........................................
Randy Sasaki, President and CEO
Exhibit 2.1 to Form 8-K dated September 22, 1997
ARTICLES AND CERTIFICATE OF MERGER
of
RENEGADE VENTURE CORPORATION
(A Colorado Corporation)
into
RENEGADE VENTURE (NEV.) CORPORATION
(A Nevada Corporation)
Pursuant to Section 92A.190 of the Nevada General
Corporation Law and Section 7-111-107 of the Colorado Business
Corporation Act, the two undersigned corporations (the
"Constituent Corporations") adopt the following Articles and
Certificate of Merger for the purpose of merging them into one
corporation (the "Merger"), and each corporation hereby
certifies to the information below with respect to the Merger:
FIRST: The names and state of incorporation of the two
Constituent Corporations effecting the Merger are:
Name Domicile Status
---- -------- ------
RENEGADE VENTURE (NEV.) CORPORATION.....Nevada.....Surviving Corporation
RENEGADE VENTURE CORPORATION............Colorado...Assimilated Corporation
SECOND: The name of the Surviving Corporation in the Merger
shall be RENEGADE VENTURE (NEV.) CORPORATION Section 7-111-107
of the Colorado Business Corporation Act and Section 92A.190 of
the Nevada General Corporation Law permits this Merger. The
Surviving Corporation has authorized 50,000,000 common shares,
$.001 par value, of which 100 shares (all owned by Assimilated
Corporation) are issued and outstanding, and 5,000,000 preferred
shares, $.001 par value, none of which have been issued or are
outstanding. The Assimilated Corporation has authorized
50,000,000 common shares, without par value, 320,000 of which
are issued and outstanding, and 15,000,000 preferred shares,
without par value, none of which have been issued or are
outstanding.
THIRD: The Merger shall not effect any change in the
Certificate of Incorporation of the Surviving Corporation as in
effect on the date these Articles and Certificate of Merger are
duly filed with the respective Secretaries of State of the
States of Nevada and Colorado.
FOURTH: A copy of the Merger Agreement dated September 18,
1997, setting forth the terms and conditions of the Merger and
of the manner of converting the outstanding securities of the
Assimilated Corporation into securities of the Surviving
Corporation, is appended in the form executed to these Articles
and Certificate of Merger as Exhibit A and is herein fully
incorporated by reference, and will be furnished to any
shareholder of a Constituent Corporation, without charge, who so
requests.
FIFTH: The Merger Agreement has been approved and adopted
by the respective boards of directors of the Constituent
Corporations and certified, executed and acknowledged by each of
the Constituent Corporations in the manner prescribed by the
respectively applicable laws of Nevada and Colorado.
SIXTH: The Merger Agreement was duly approved, as follows:
(a) by the shareholders of the Assimilated Corporation
on September 18, 1997, voting 166,206 shares FOR and 10,000
AGAINST, out of a total of 320,000 voting shares issued and
outstanding entitled to vote thereon, all of a class, a number
sufficient for approval; and
(b) by the shareholders of the Surviving Corporation on
September 18, 1997, voting 100 shares FOR and -0- AGAINST, out
of a total of 100 voting shares issued and outstanding entitled
to vote thereon, all of a class, a number sufficient for
approval.
SEVENTH: An executed Merger Agreement is on file at the
principal place of business of the Surviving Corporation, which
is located at 90 Madison Street, Suite 707, Denver, Colorado
80206, and a copy thereof will be furnished without charge to
any shareholder of a Constituent Corporation who so requests.
EIGHTH: The Registered Office of the Surviving Corporation
in the State of Nevada is located at 2533 North Carson Street,
Carson City, Nevada 89706, and the Registered Agent at such
address is Laughlin Associates, Inc.
NINTH: The Surviving Corporation in this Merger by execution
and the due filing of these Articles of Merger hereby agrees
that it:
(a) may be served with process in the State of Colorado in any
proceeding for the enforcement of any obligation of the
Assimilated Corporation and in any proceeding for the
enforcement of the rights of any dissenting shareholder of the
Assimilated Corporation against the Surviving Corporation;
(b) irrevocably appoints the Secretary of the Department of
State of the State of Colorado as its agent to accept service of
process in any such proceeding brought against the Assimilated
Corporation in the State of Colorado, which should be served on
the Surviving Corporation at the address set forth in Article
SEVENTH above; and
(c) will promptly pay to the dissenting shareholders, if any,
of the Assimilated Corporation the amount, if any, to which they
are entitled under the provisions of the Colorado Business
Corporation Act with respect to the rights of dissenting
shareholders.
TENTH: The Merger shall be effective when these Articles of
Merger are duly filed for recordation with the office of the
Secretary of State of the State of Nevada.
IN WITNESS WHEREOF, these Articles and Certificate of Merger
have been duly executed as of the date set forth below by the
authorized officers of the Constituent Corporations.
Dated: September 18, 1997
RENEGADE VENTURE (NEV.) CORPORATION
A Nevada Corporation
/s/ Randy Sasaki
ATTEST: By...................................
Randy J. Sasaki, President
/s/ Elisabeth Crosse
By......................................
Secretary or Assistant Secretary
RENEGADE VENTURE CORPORATION
A Colorado Corporation
(SEAL)
/s/ Randy Sasaki
ATTEST: By.................................
Randy J. Sasaki, President
/s/ Elisabeth Crosse
By......................................
Secretary or Assistant Secretary
(SEAL)
VERIFICATION
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On this 18th day of September, 1997, before me, a Notary Public
duly commissioned and qualified in and for the above stated
jurisdiction, personally came and appeared Randy J. Sasaki, who
being duly sworn, declared that he is the President of RENEGADE
VENTURE (NEV.) CORPORATION a Nevada corporation, that he
executed the foregoing Articles and Certificate of Merger as the
free act and deed of such corporation, and that he has signed
his name thereto by order of the Board of Directors of such
corporation.
/s/ John D. Brasher Jr.
X..................................... Commission Expires:
Notary Public
(SEAL)
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On this 18th day of September, 1997, before me, a Notary Public
duly commissioned and qualified in and for the above stated
jurisdiction, personally came and appeared Randy J. Sasaki, who
being duly sworn, declared that he is the President of RENEGADE
VENTURE CORPORATION a Colorado corporation, that he executed the
foregoing Articles and Certificate of Merger as the free act and
deed of such corporation, and that he has signed his name
thereto by order of the Board of Directors of such corporation.
/s/ John D. Brasher Jr.
X........................................Commission Expires:
Notary Public
(SEAL)
VERIFICATION
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On this 18th day of September, 1997, before me, a Notary Public
duly commissioned and qualified in and for the above stated
jurisdiction, personally came and appeared Elisabeth M. Crosse,
who being duly sworn, declared that she is the Secretary of
RENEGADE VENTURE (NEV.) CORPORATION a Nevada corporation, that
she executed the foregoing Articles and Certificate of Merger as
the free act and deed of such corporation, and that she has
signed her name thereto by order of the Board of Directors of
such corporation.
/s/ John D. Brasher Jr.
X.....................................Commission Expires:
Notary Public
(SEAL)
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
On this 18th day of September, 1997, before me, a Notary Public
duly commissioned and qualified in and for the above stated
jurisdiction, personally came and appeared Elisabeth M. Crosse,
who being duly sworn, declared that she is the Secretary of
RENEGADE VENTURE CORPORATION a Colorado corporation, that she
executed the foregoing Articles and Certificate of Merger as the
free act and deed of such corporation, and that she has signed
her name thereto by order of the Board of Directors of such
corporation.
/s/ John D. Brasher Jr.
X........................................Commission Expires:
Notary Public
(SEAL)
Exhibit A
MERGER AGREEMENT
of
RENEGADE VENTURE (NEV.) CORPORATION
(A Nevada Corporation)
and
RENEGADE VENTURE CORPORATION
(A Colorado Corporation)
This Merger Agreement, dated as of September 18, 1997, is
entered into pursuant to the provisions of Section 92A.190 of
the General Corporation Law of Nevada and of Section 7-111-107
of the Colorado Business Corporation Act, by and between
RENEGADE VENTURE (NEV.) CORPORATION, a Nevada corporation (the
"Survivor"), and RENEGADE VENTURE CORPORATION, a Colorado
corporation (the "Assimilated"), both corporations being
sometimes referred to herein as the "Constituent Corporations."
RECITALS:
A. Survivor is a corporation duly organized and existing
under the laws of the State of Nevada and has an authorized
capital of 55,000,000 shares, of which 50,000,000 shares are
designated as common stock, par value $.001, of which 100 shares
are outstanding, and of which 5,000,000 shares are designated as
preferred shares, $.001 par value, none of which have been
issued or are outstanding.
B. Assimilated is a corporation duly organized and existing
under the laws of the State of Colorado and has an authorized
capital of 65,000,000 shares without par value, of which
50,000,000 shares are designated as Common Stock and of which
15,000,000 shares are designated as Preferred Stock. A total of
320,000 shares of Common Stock are issued and outstanding. No
preferred shares have been issued or are outstanding.
C. The respective Boards of directors of Survivor and
Assimilated have approved this Agreement and have directed that
this Agreement be submitted to a vote of their respective
shareholders.
Now, therefore, in consideration of the premises and of the
mutual representations, warranties and covenants herein
contained, Survivor and Assimilated hereby agree, subject to the
terms and conditions hereinafter set forth, as follows:
ARTICLE I. MERGER.
1.1 Merger and Name Change. In accordance with the provisions
of this Agreement, the General Corporation Law of Nevada, and
the Colorado Business Corporation Act, Assimilated shall be
merged with and into Survivor (the "Merger"), and the name of
the surviving corporation shall be RENEGADE VENTURE (NEV.)
CORPORATION.
1.2 Filing and Effectiveness. The Merger shall become
effective when the following actions shall have been completed:
(a) This Agreement and the Merger shall have been
adopted and approved by the shareholders of each Constituent
Corporation in accordance with the respective requirements of
the General Corporation Law of Nevada and the Colorado Business
Corporation Act.
(b) An executed counterpart of this Agreement shall
have been filed with the Secretary of State of the State of
Nevada; and
(c) Executed Articles of Merger or other documents
meeting the requirements of the Colorado Business Corporation
Act shall have been filed with the Secretary of State of the
State of Colorado.
The date and time when the Merger shall become effective, as
aforesaid, is herein called the "Effective Date."
1.3 Certificate of Incorporation. The Certificate of
Incorporation of Survivor as in effect immediately prior to the
Effective Date shall continue in full force and effect as the
Certificate of Incorporation of the Survivor until duly amended
in accordance with the provisions thereof and applicable law.
1.4 Bylaws. The Bylaws of Survivor as in effect immediately
prior to the Effective Date shall continue in full force and
effect as the Bylaws of the Survivor without any change as a
result of the Merger.
1.5 Directors and Officers. The directors and officers of
Survivor in office immediately prior to the Effective Date shall
continue in office and shall constitute the directors and
officers of Survivor until their respective successors shall
have been elected and duly qualified or until otherwise provided
by law, the Certificate of Incorporation of Survivor and the
Bylaws of Survivor.
1.6 Effect of Merger. Upon the Effective Date, the separate
existence of Assimilated shall cease and the Survivor (i) shall
continue to possess all of the assets, rights, powers and
property of Survivor as constituted immediately prior to the
Effective Date, shall be subject to all actions previously taken
by the Board of Directors of Assimilated and shall succeed,
without other transfer, to all of the assets, rights, powers and
property of Assimilated, (ii) shall continue to be subject to
all of the debts, liabilities and obligations of Assimilated as
constituted immediately prior to the Effective Date and shall
succeed, without other transfer, to all of the debts,
liabilities and obligations of Assimilated in the same manner as
if Survivor had itself incurred them, all as more fully provided
under the applicable provisions of the General Corporation Law
of Nevada and the Colorado Business Corporation Act.
ARTICLE II. MANNER OF CONVERSION OF COMMON STOCK.
2.1 Assimilated Common Stock. Upon the Effective Date, each
share of common stock, $.0001 par value, of Assimilated issued
and outstanding immediately prior thereto shall, by virtue of
the Merger and without any action by any holder of such shares
or any other person, be converted into and exchanged for one (1)
fully paid and nonassessable share of Common Stock, $.0001 par
value, of Survivor (the "Merger Shares").
2.2 Outstanding Common Stock of Survivor. Upon the Effective
Date, each share of the 100 shares of Common Stock of Survivor
issued and outstanding immediately prior thereto shall, by
virtue of the Merger and without any action by the holder of
such shares or any other person, be cancelled and returned to
the status of authorized but unissued shares.
2.3 Exchange of Certificates. On or after the Effective Date
of the Merger:
(a) All of the outstanding certificates which prior to
that time represented the outstanding Common Shares of
Assimilated shall be deemed for all purposes to evidence
ownership of and to represent the Merger Shares into which the
shares of Assimilated represented by such certificates have been
converted as herein provided. The registered owner on the books
and records of Assimilated or its transfer agent of any such
outstanding stock certificate shall, until such certificate
shall have been surrendered for transfer or conversion or
otherwise accounted for to Survivor or its transfer agent, have
and be entitled to exercise any voting and other rights with
respect to and to receive any dividend and other distributions
upon the Merger Shares evidenced by such outstanding certificate
as above provided.
(b) Each certificate evidencing Merger Shares issued in
the Merger shall bear the same legends, if any, with respect to
the restrictions on transferability as the certificates of
Assimilated so converted and given in exchange therefor, unless
otherwise determined by the Board of Directors of Survivor in
compliance with applicable laws.
(c) If any certificate for Merger Shares is to be
issued in a name other than that in which the certificate
surrendered in exchange therefor is registered, it shall be a
condition of issuance thereof that the certificate so
surrendered shall be properly endorsed and otherwise in proper
form for transfer, that such transfer otherwise be proper and
that the person requesting such transfer pay any transfer or
other taxes payable by reason of the issuance of such new
certificate in a name other than that of the registered holder
of the certificate surrendered or establish to the satisfaction
of Survivor that such tax has been paid or is not payable.
2.4 Assumption of Benefit Plans. Upon the Effective Date,
Survivor shall assume and continue both the 1994 Compensatory
Stock Option Plan and the 1994 Employee Stock Compensation Plan
of Assimilated, without change other than conforming changes in
the corporate name, par value of common stock, governing law and
similar non-substantive changes. Survivor and its Board of
Directors shall have the same rights and powers in regard to
such plans as Assimilated and its Board of Directors.
ARTICLE III. GENERAL MATTERS.
3.1 Covenants of Survivor. Survivor covenants and agrees that
it will, on or before the Effective Date:
(a) Qualify to do business as a foreign corporation in
all states wherein its operations require it to qualify under
applicable state laws.
(b) File all documents with the franchise tax
authorities of the State of Colorado necessary to the assumption
by Survivor of all of the franchise tax liabilities of
Assimilated.
(c) Take such other actions as may be required by the
Colorado Business Corporation Act or other applicable law.
3.2 Abandonment. At any time before the Effective Date, this
Agreement may be terminated and the Merger abandoned for any
reason whatever by the Board of Directors of Survivor or
Assimilated, or both, notwithstanding the approval of this
Agreement and Merger by the shareholders of Assimilated or
Survivor or both.
3.3 Amendment. The Boards of Directors of the Constituent
Corporations may amend this Agreement at any time prior to the
filing of this Agreement (or a certificate in lieu thereof) with
the Secretary of State of the State of Nevada, provided that an
amendment made subsequent to the adoption of this Agreement by
the shareholders of either Constituent Corporation shall not (i)
alter or change the amount or kind of Merger Shares to be
received in exchange for or on conversion of all or any of the
shares of any class or series thereof of such Constituent
Corporation, (ii) alter or change any term of the Certificate of
Incorporation of the Survivor to be effected by the Merger, or
(iii) alter or change any of the terms and conditions of this
Agreement if such alteration or change would adversely affect
the holders of any class or series thereof of such Constituent
Corporation.
3.4 Expenses. Survivor shall pay all costs related to the
Merger and necessary filings and actions in connection therewith.
3.5 Mutual Covenants of Constituent Corporations. Survivor
and Assimilated each agree that, between the date hereof and the
Effective Date, it will not (i) enter into any employment
contracts, (ii) grant any options, warrants or similar rights
(nor any instrument or security containing such an option,
warrant or similar right) exercisable for, exchangeable for or
convertible into its common shares or other securities, (iii)
issue any stock or other securities, including debt instruments,
or (iv) declare or pay any dividends in stock or cash or make
any other distribution on or with respect to its outstanding
common stock. Either party may but need not abandon the Merger
if the holders of more than 5% of the outstanding shares of
Assimilated should dissent from the Merger.
3.6 Registered Office. The Registered Office of the Survivor
in the State of Nevada is located at 2533 North Carson Street,
Carson City, Nevada 89706, and Laughlin Associates, Inc. is the
Resident Agent of the Survivor at such address.
3.7 Further Actions. If at any time Survivor shall consider
or be advised that any further assignment or assurances in law
are necessary or desirable to vest or to perfect or confirm of
record in Survivor the title to any property or rights of
Assimilated, or to otherwise carry out the provisions of this
Agreement, then the proper officers and directors of Assimilated
as of the Effective Date shall execute and deliver to Survivor
any and all proper deeds, assignments and assurances in law, and
do all things necessary or proper to vest, perfect or confirm
title to such property or rights in Survivor.
3.8 Governing Law. This Agreement shall in all respects be
interpreted and enforced in accordance with and governed by the
laws of the State of Colorado.
3.9 Counterparts. In order to facilitate the filing and
recording of this Agreement, it may be executed in any number of
counterparts, each of which shall be deemed to be an original.
3.10 Agreement. Executed copies of this Agreement will be on
file at the principal place of business of Survivor located at
90 Madison Street, Suite 707, Denver, Colorado 80206, and copies
thereof will be furnished to any shareholder of any Constituent
Corporation upon request and without cost.
IN WITNESS WHEREOF, this Agreement, having first been approved
by resolution of the Boards of Directors Assimilated and
survivor, is hereby executed on behalf of each of such
corporations and attested by their respective officers thereto
duly authorized.
RENEGADE VENTURE (NEV.) CORPORATION
A Nevada Corporation
/s/ Randy J. Sasaki
By...................................
Randy J. Sasaki, President
RENEGADE VENTURE CORPORATION
A Colorado Corporation
/s/ Randy J. Sasaki
BY....................................
Randy J. Sasaki, President
Exhibit 3.1 to Form 8-K dated September 22, 1997
CERTIFICATE OF INCORPORATION
of
RENEGADE VENTURE (NEV.) CORPORATION
(A Nevada Corporation)
FIRST. The name of this corporation is RENEGADE VENTURE
(NEV.) CORPORATION.
SECOND. The Corporation's Registered Office in the State of
Nevada is located at 2533 N. Carson Street, Carson City, Nevada
89706. The Corporation's Resident Agent at this address is
Laughlin Associates, Inc.
THIRD. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of Nevada. The Corporation may
conduct all or any part of its business, and may hold, purchase,
mortgage, lease and convey real and personal property, anywhere
in the world. The Corporation shall have perpetual duration.
FOURTH. The name and mailing address of the Incorporator is:
Name Mailing Address
---- ---------------
John D. Brasher, Jr. 90 Madison Street, Suite 707
Denver, Colorado 80206
Upon the filing of this Certificate of Incorporation the powers
of the Incorporator shall terminate. The names and addresses of
the person or persons who are to serve as directors until the
first annual meeting of shareholders or until their successors
are duly elected and have qualified are:
Name Mailing Address
---- ---------------
Randy J. Sasaki 2439 West Coast Highway, Suite 202
Newport Beach, California 92663
{CAPITAL STOCK}
FIFTH. The aggregate number of shares of capital stock of all
classes which the Corporation shall have authority to issue is
FIFTY FIVE MILLION (55,000,000), of which FIFTY MILLION
(50,000,000) shares having a par value of $.001 per share shall
be of a class designated "Common Stock" (or "Common Shares") and
FIVE MILLION (5,000,000) shares having a par value of $.001 per
share shall be of a class designated "Preferred Stock" (or
"Preferred Shares"). All shares of the Corporation shall be
issued for such consideration or considerations as the Board of
Directors may from time to time determine. The designations,
voting powers, preferences, optional or other special rights and
qualifications, limitations, or restrictions of the above
classes of stock shall be as follows:
I. PREFERRED STOCK
(a) Issuance in Class and Series. Shares of Preferred Stock
may be issued in one or more classes or series at such time or
times as the Board of Directors may determine. All shares of any
one series shall be of equal rank and identical in all respects.
(b) Authority of Board for Issuance. Authority is hereby
expressly granted to the Board of Directors to fix from time to
time, by resolution or resolutions providing for the issuance of
any class or series of Preferred Stock, the designation of such
classes and series and the powers, preferences and rights of the
shares of such classes and series, and the qualifications,
limitations or restrictions thereof, including the following:
1. The distinctive designation and number of shares
comprising such class or series, which number may (except where
otherwise provided by the Board of Directors in creating such
class or series) be increased or decreased (but not below the
number of shares then outstanding) from time to time by action
of the Board of Directors;
2. The rate of dividend, if any, on the shares of that
class or series, whether dividends shall be cumulative and, if
so, from which date or dates, the relative rights of priority,
if any, of payment of dividends on shares of that class or
series over shares of any other class or series;
3. Whether the shares of that class or series shall be
redeemable at the option of the Corporation or of the holder of
the shares or of another person or upon the occurrence of a
designated event and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and
different redemption dates;
4. Whether that class or series shall have a sinking fund
for the redemption or purchase of shares of that class or series
and, if so, the terms and amounts payable into such sinking fund;
5. The rights to which the holders of the shares of that
series shall be entitled in the event of voluntary or
involuntary liquidation, dissolution, distribution of assets or
winding-up of the Corporation, relative rights of priority; if
any, of payment of shares of that class or series;
6. Whether the shares of that class or series shall be
convertible into or exchangeable for shares of stock of any
class or any other series of Preferred Stock and, if so, the
terms and conditions of such conversion or exchange, including
the method of adjusting the rates of conversion or exchange in
the event of a stock split, stock dividend, combination of
shares or similar event;
7. Whether the issuance of any additional shares of such
class or series, or of any shares of any other class or series,
shall be subject to restrictions as to issuance, or as to the
powers, preferences or rights of any such other class or series;
8. Any other preferences, privileges and powers, and
relative, participating, optional or other special rights, and
qualifications, limitations or restrictions of such class or
series, as the Board of Directors may deem advisable and as
shall not be inconsistent with the provisions of the
Corporation's Charter, as from time to time amended, and to the
full extent now or hereinafter permitted by the laws of Nevada.
(c) Dividends. Payment of dividends shall be as follows:
1. The holders of Preferred Stock of each class or
series, in preference to the holders of Common Stock, shall be
entitled to receive, as and when declared by the Board of
Directors out of funds legally available therefor, all
dividends, at the rate for such class or series fixed in
accordance with the provisions of this Article FIFTH and no more;
2. Dividends may be paid upon, or declared or set aside
for, any class or series of Preferred Stock in preference to the
holders of any other class or series of Preferred Stock in the
manner determined by the resolutions of the Board of Directors
authorizing and creating such class or series;
3. So long as any shares of Preferred Stock shall be
outstanding, in no event shall any dividend, whether in cash or
in property, be paid or declared nor shall any distribution be
made, on the Common Stock, nor shall any shares of Common Stock
be purchased, redeemed or otherwise acquired for value by the
Corporation, unless all dividends on all cumulative classes and
series Preferred Stock with respect to all past dividend
periods, and unless all dividends on all classes and series of
Preferred Stock for the then current dividend period shall have
been paid or declared, and provided for, and unless the
Corporation shall not be in default with respect to any of its
obligations with respect to any sinking fund for any class or
series of Preferred Stock. The foregoing provisions of this
subparagraph (3) shall not, however, apply to any dividend
payable in Common Stock;
4. No dividend shall be deemed to have accrued on any
share of Preferred Stock of any class or series with respect to
any period prior to the date of the original issue of such share
or the dividend payment date immediately preceding or following
such date of original issue, as may be provided in the
resolutions of the Board of Directors creating such class or
series. Preferred Stock shall not be entitled to participate in
any dividends declared and paid on Common Stock, whether payable
in cash, stock or otherwise. Accruals of dividends shall not
pay interest.
(d) Dissolution or Liquidation. In the event of any voluntary
or involuntary liquidation, dissolution of assets or winding-up
of the Corporation, the holders of the shares of each class or
series of Preferred Stock then outstanding shall be entitled to
receive out of the net assets of the Corporation, but only in
accordance with the preferences, if any, provided for such
series, before any distribution or payment shall be made to the
holders of Common Stock, the amount per share fixed by the
resolution or resolutions of the Board of Directors to be
received by the holder of each such share on such voluntary or
involuntary liquidation, dissolution, distribution of assets or
winding-up, as the case may be. If such payment shall have been
made in full to the holders of all outstanding Preferred Stock
of all classes and series, or duly provided for, the remaining
assets of the Corporation shall be available for distribution
among the holders of Common Stock as provided in this Article
FIFTH. If upon any such liquidation, dissolution, distribution
of assets or winding-up, the net assets of the Corporation
available for distribution among the holders of any one or more
classes or series of Preferred Stock which (i) are entitled to
a preference over the holders of Common Stock upon such
liquidation, dissolution, distribution of assets or winding-up,
and (ii) rank equally in connection therewith, shall be
insufficient to make payment for the preferential amount to
which the holders of such shares shall be entitled, then such
assets shall be distributed among the holders of each such
series of Preferred Stock ratably according to the respective
amounts to which they would be entitled in respect of the shares
held by them upon such distribution if all amounts payable on or
with respect to such shares were paid in full. Neither the
consolidation nor merger of the Corporation, nor the exchange,
sale, lease or conveyance (whether for cash, securities or other
property) of all, substantially all or any part of its assets,
shall be deemed a liquidation, dissolution, distribution of
assets or winding-up of the Corporation within the meaning of
this provision.
(e) Voting Rights. Except to the extent otherwise required by
law or provided in the resolution of the Board of Directors
adopted pursuant to authority granted in this Article FIFTH, the
shares of Preferred Stock shall have no voting power with
respect to any matter whatsoever. The Board of Directors may
determine whether the shares of any class or series shall have
limited, contingent, full or no voting rights, in addition to
the voting rights provided by law and, if so, the terms of such
voting rights. Whenever holders of Preferred Stock are entitled
to vote on a matter, each holder of record of Preferred Stock
shall be entitled to one vote for each share standing in his
name on the books of the Corporation and entitled to vote.
II. COMMON STOCK
(a) Issuance. The Common Stock may be issued from time to
time in one or more classes or series in any manner permitted by
law, as determined by the Board of Directors and stated in the
resolution or resolutions providing for issuance thereof. Each
class or series shall be appropriately designated, prior to
issuance of any shares thereof, by some distinguishing letter,
number or title. All shares of each class or series of Common
Stock shall be alike in every particular and shall be of equal
rank and have the same power, preferences and rights, and shall
be subject to the same qualifications, limitations and
restrictions, if any.
(b) Voting Powers. The Common Stock may have such voting
powers (full, limited, contingent or no voting powers), such
designations, preferences and relative, participating, optional
or other special rights, and be subject to such qualifications,
limitations and re- strictions, as the Board of Directors shall
determine by resolution or resolutions. Unless otherwise
resolved by the Board of Directors at the time of issuing Common
Shares, (i) each Common Share shall be of the same class,
without any designation, preference or relative, participating,
optional or other special rights, and subject to no
qualification, limitation or restriction, and (ii) Common Shares
shall have unlimited voting rights, including but not limited to
the right to vote in elections for directors, and each holder of
record of Common Shares entitled to vote shall have one vote for
each share of stock standing in his name on the books of the
Corporation and entitled to vote.
(c) Dividends. After the requirements with respect to
preferential dividends, if any, on Preferred Stock, and after
the Corporation shall have complied with all requirements, if
any, with respect to the setting aside of sums in a sinking fund
for the purchase or redemption of shares of any class or series
of Preferred Stock, then and not otherwise, the holders of
Common Stock shall receive, to the extent permitted by law, such
dividends as may be declared from time to time by the Board of
Directors.
(d) Dissolution or Liquidation. After distribution in full of
the preferential amount, if any, to be distributed to the
holders of Preferred Stock, in the event of the voluntary or
involuntary liquidation, dissolution, distribution of assets or
winding-up of the Corporation, the holders of Common Stock shall
be entitled to receive all the remaining assets of the
Corporation of whatever kind available for distribution to
shareholders ratably in proportion to the number of shares of
Common Stock respectively held by them.
III. GENERAL MATTERS
(a) Capital. The portion of the consideration received by the
Corporation upon issuance of any of its shares that shall
constitute "capital" within the meaning of the General
Corporation Law of Nevada shall be (1) in the case of par-value
shares, the par value thereof, and (2) in the case of shares
without par value, the stated value of such shares as determined
by the Board of Directors at the time of issuance; provided,
that if no stated value is determined at the time that shares
without par value are issued, the entire consideration to be
received for the shares shall constitute capital.
(b) Fully Paid and Nonassessable. Any and all shares of
Common or Preferred Stock issued by the Corporation for which
not less than the portion of the consideration to be received
determined to be "capital" has been paid to the Corporation,
provided the Corporation has received a promissory note or other
binding legal obligation of the purchaser to pay the balance
thereof, shall be deemed fully paid and nonassessable shares.
(c) Amendment of Shareholder Rights. So long as no shares of
any class or series established by resolution of the Board of
Directors have been issued, the voting rights, designations,
preferences and relative, optional, participating or other
rights of these shares may be amended by resolution of the Board
of Directors.
(d) Status of Certain Shares. Shares of Preferred or Common
Stock which have redeemed, converted, exchanged, purchased,
retired or surrendered to the Corporation, or which have been
reacquired in any other manner, shall have the status of
authorized and unissued shares and may be reissued by the Board
of Directors as shares of the same or any other series, unless
otherwise provided herein or in the resolution authorizing and
establishing the shares.
(e) Denial of Preemptive Rights. No holder of any shares of
the Corporation shall be entitled as a matter of right to
subscribe for or purchase any part of any new or additional
issue of stock of any class or of securities convertible into or
exchangeable for stock of any class, whether now or hereafter
authorized or whether issued for money, for a consideration
other than money, or by way of dividend.
(f) Convertibility. Common Shares or other shares of any
class or series, and notes, debentures, bonds and other debt
instruments issued by the Corporation or any affiliated company,
may be made convertible into or exchangeable for, at the option
of the Corporation or the holder or upon the occurrence of a
specified event, shares of any other class or classes or any
other series of the same or any other class or classes of shares
of the Corporation, at such price or prices or at such rate or
rates of exchange and with such adjustments as shall be set
forth in the resolution or resolutions providing for the
issuance of such convertible or exchangeable shares adopted by
the Board of Directors.
(g) Redeemability. Common Shares may be made redeemable at
the option of the Corporation or upon the occurrence of a
designated event, if and to the extent now or subsequently
allowed by the General Corporation Law of Nevada, as such law
may subsequently be amended, and the terms and conditions of
redemption, including the date or dates upon or after which they
shall be redeemable, the amount per share payable in case of
redemption and any variance in the amount or amounts payable,
among other terms, conditions and limitations which may be
imposed, may be fixed and established by the Board of Directors
in the resolution or resolutions authorizing the issuance of
redeemable Common Shares.
{VOTING OF SHAREHOLDERS}
SIXTH. The following provisions are hereby adopted for the
purpose of regulating certain matters relating to the voting of
shareholders of the Corporation:
(a) Definitions. Whenever the term "total voting power"
appears in this Charter, it shall mean all shares of the
Corporation entitled to vote at a meeting or on a question
presented for shareholder approval, and of every class or series
of shares entitled to vote by class or series. Whenever the
term "votes cast" appears in this Charter, it shall mean the
total number of voting shares out of the total voting power
which were unequivocally voted in favor of or against a director
standing for election or a matter presented for shareholder
approval at a legal meeting which commenced with a quorum.
(b) Quorum. A majority of the total voting power, or where a
separate vote by class or series is required, a majority of the
voting shares of each such class or series, represented in
person or by proxy, shall constitute a quorum at any meeting of
the Corporation's shareholders.
(c) Vote Required. Any action to be taken by the
Corporation's shareholders at any valid meeting which commenced
with a quorum shall require the affirmative vote only of a
majority of the votes cast, except where this Charter or the
Corporation's Bylaws then in effect requires the affirmative
vote of a higher proportion of the votes cast or requires the
affirmative vote of a proportion of the total voting power, and
except where the Nevada General Corporation Law specifically
requires the affirmative vote of a majority of all the votes
entitled to be cast. Directors shall be elected by plurality
vote. Abstentions from voting shall not be considered in the
tallying of votes. Nothing contained in this Article SIXTH shall
affect the voting rights of holders of any class or series of
shares entitled to vote as a class or by series. The Bylaws may
provide for the vote necessary at any adjournment of a duly
called meeting for which a quorum was not obtained. (d)
Manner of Voting; Etc. The vote of shareholders may be taken at
a meeting by a show of hands or other method authorized by the
Board of Directors. Written ballots shall be used only upon
authorization of the Board of Directors or as provided in the
Corporation's Bylaws. Cumulative voting shall not be allowed in
the election of directors.
(e) Action Without Meeting. Any action required or permitted
to be taken at a meeting of the shareholders 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 shareholders holding at least a majority of the voting
power, except that if a different proportion of voting power is
required for such an action at a meeting, then that proportion
of written consents is required.
(f) Shareholder Ratification. Any contract, transaction, or
act of the Corporation or of the directors which shall be
ratified by vote of the shareholders at any annual meeting, or
at any special meeting called for such purpose, or by means of a
written consent of shareholders in lieu of a meeting, shall so
far as permitted by law be as valid and as binding as though
ratified by every shareholder of the Corporation.
{CONCERNING SHAREHOLDERS, DIRECTORS AND OFFICERS}
SEVENTH. The following provisions are hereby adopted for the
purpose of defining, limiting, and regulating the powers of the
Corporation and of the directors, officers and shareholders:
(a) Number of Directors. The number of Directors shall be as
fixed in the Bylaws. In the absence of such provision in the
Bylaws, the Corporation shall have one (1) Director. Directors
shall be elected by plurality vote and need not be elected by
written ballot, except as provided in the Bylaws.
(b) Removal of Directors. A director of the Corporation, or
the entire Board of Directors of the Corporation, may be removed
by the shareholders, with or without cause, only upon the
affirmative vote of the holders of not less than two-thirds
(2/3) of the total voting power, without considering the vote of
the director or directors sought to be removed.
(c) Removal of Officers and Employees. Unless the Bylaws
otherwise provide, any officer or employee of the Corporation
may be removed at any time with or without cause by the Board of
Directors or by any committee or superior officer upon whom such
power of removal may be conferred by the Bylaws or by authority
of the Board of Directors, without prejudice, however, to
existing contractual rights.
(d) Corporate Opportunities. The officers, directors and
other members of management of the Corporation shall be subject
to the doctrine of "corporate opportunities" only insofar as it
applies to any business opportunity (i) of a type falling within
the regular business or operations of the Corporation, or (ii)
in which the Corporation has expressed an interest as determined
from time to time by the Corporation's Board of Directors as
evidenced by resolutions appearing in the Corporation's minutes.
All such business opportunities which come to the attention of
the officers, directors, and other members of management of the
Corporation shall be disclosed promptly to the Corporation and
made available to it. The Board of Directors may reject any
business opportunity presented to it, and only thereafter may
any officer, director or other member of management avail
himself of such opportunity. The provisions of this paragraph
shall not be construed to release any employee of the
Corporation from any fiduciary duties which he may have to the
Corporation.
{BYLAWS}
EIGHTH. The initial Bylaws of the Corporation shall be
adopted by its Board of Directors. The power to alter, amend or
repeal the Bylaws or adopt new Bylaws shall be vested in the
Board of Directors, subject to the right of the shareholders to
alter, amend or repeal such Bylaws or adopt new Bylaws. The
Bylaws may contain any provisions for the regulation and
management of the affairs of the Corporation not inconsistent
with law or this Charter.
{INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS}
NINTH. The following provisions are hereby adopted for the
purpose of defining and regulating certain rights of directors,
officers and others in respect of indemnification and related
matters.
(a) Actions, Suits or Proceedings Other than by or in the
Right of the Corporation. The Corporation may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation), by reason of the fact that he is or was or has
agreed to become a director, officer, employee or agent of the
Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity, against costs, charges,
expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
Corporation or that, with respect to any criminal proceeding, he
had reasonable cause to believe that his conduct was unlawful.
(b) Actions or Suits by or in the Right of the Corporation.
The Corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding by or in the right of
the Corporation to procure a judgment in its favor by reason of
the fact that he is or was or has agreed to become a director,
officer, employee or agent of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation
as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been
taken or omitted in such capacity, against costs, charges and
expenses (including amounts paid in settlement and attorney's
fees) actually and reasonably incurred by him or on his behalf
in connection with the defense or settlement of such action or
suit and any appeal therefrom, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation. No indemnification shall be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged by a court of competent
jurisdiction after exhaustion of all appeals therefrom to be
liable to the Corporation or for amounts paid in settlement to
the Corporation unless and only to the extent that the court in
which such action or suit was brought or other court of
competent jurisdiction shall determine upon application that,
despite the adjudication of such liability but in view of all
the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such costs, charges and
expenses which the court shall deem proper.
(c) Indemnification for Costs, Charges and Expenses of
Successful Party. Notwithstanding the other provisions of this
Article NINTH, to the extent that a director, officer, employee
or agent of the Corporation has been successful on the merits or
otherwise, including, without limitation, the dismissal of an
action without prejudice, in defense of any action, suit or
proceeding referred to in Sections (a) and (b) of this Article
NINTH, or in defense of any claim, issue or matter therein, he
shall be indemnified against all costs, charges and expenses
(including attorney's fees) actually and reasonably incurred by
him or on his behalf in connection therewith.
(d) Determination of Right to Indemnification. Any
indemnification under Sections (a) and (b) of this Article NINTH
(unless ordered by a court) shall be paid by the Corporation
unless a determination is made (i) by a disinterested majority
of the Board of Directors who were not parties to such action,
suit or proceeding, or (ii) if such disinterested majority of
the Board of Directors so directs or cannot be obtained, by
independent legal counsel in a written opinion, or (iii) by the
shareholders, that indemnification of the director or officer is
not proper in the circumstances because he has not met the
applicable standard of conduct set forth in Sections (a) and (b)
of this Article NINTH.
(e) Advances of Costs, Charges and Expenses. Costs, charges
and expenses (including attorney's fees) incurred by a person
referred to in Sections (a) or (b) of this Article NINTH in
defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of
such action, suit or proceeding; provided, however, that the
payment of such costs, charges and expenses incurred by a
director or officer in his capacity as a director or officer
(and not in any other capacity in which service was or is
rendered by such person while a director or officer) in advance
of the final disposition of such action, suit or proceeding
shall be made only upon receipt of an undertaking by or on
behalf of the director or officer to repay all amounts so
advanced in the event that it shall ultimately be determined
that such director or officer is not entitled to be indemnified
by the Corporation as authorized in this Article, accompanied by
evidence satisfactory to the Board of Directors of ability to
make such repayment. Such costs, charges and expenses incurred
by other employees and agents may be so paid upon such terms and
conditions, if any, as the majority of the Directors deems
appropriate. The majority of the Directors may, in the manner
set forth above, and upon approval of such director, officer,
employee or agent of the Corporation, authorize the
Corporation's counsel to represent such person, in any action,
suit or proceeding, whether or not the Corporation is a party to
such action, suit or proceeding.
(f) Procedure for Indemnification. Any indemnification under
Sections (a), (b) and (c), or advance of costs, charges and
expenses under Section (e) of this Article NINTH, shall be made
promptly, and in any event within 60 days, upon the written
request of the director or officer. The right to
indemnification or advances as granted by this Article shall be
enforceable by the director or officer in any court of competent
jurisdiction if the Corporation denies such request, in whole or
in part, or if no dispo- sition thereof is made within 60 days.
Such person's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole
or in part, in any such action shall also be indemnified by the
Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of
costs, charges and expenses under Section (e) of this Article
NINTH where the required undertaking, if any, has been received
by the Corporation) that the claimant has not met the standard
of conduct set forth in Sections (a) or (b) of this Article
NINTH, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including
its Board of Directors, its independent legal counsel and its
shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant
is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections (a) or (b) of this
Article NINTH, nor the fact that there has been an actual
determination by the Corporation (including its Board of
Directors, its independent legal counsel and its shareholders)
that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable
standard of conduct.
(g) Settlement. If in any action, suit or proceeding,
including any appeal, within the scope of Sections (a) or (b) of
this Article NINTH, the person to be indemnified shall have
unreasonably failed to enter into a settlement thereof, then,
notwithstanding any other provision hereof, the indemnification
obligation of the Corporation to such person in connection with
such action, suit or proceeding shall not exceed the total of
the amount at which settlement could have been made and the
expenses by such person prior to the time such settlement could
reasonably have been effected.
(h) Other Rights; Continuation of Right to Indemnifica- tion.
The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which any director, officer,
employee or agent seeking indemnification may be entitled under
any law (common or statutory), agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while
holding office or while employed by or acting as agent for the
Corporation, and shall continue as to a person who has ceased to
be a director, officer, employee or agent, and shall inure to
the benefit of the estate, heirs, executors and administrators
of such person. All rights to indemnification under this
Article shall be deemed to be a contract between the Corporation
and each director or officer of the Corporation who serves or
served in such capacity at any time while this Article NINTH is
in effect. Any repeal or modification of this Article NINTH or
any repeal or modification of relevant provisions of the General
Corporation Law of Nevada or any other applicable laws shall not
in any way diminish any rights to indemnification of such
director, officer, employee or agent or the obligations of the
Corporation arising hereunder. This Article NINTH shall be
binding upon any successor corporation to this Corporation,
whether by way of acquisition, merger, consolidation or
otherwise.
(i) Exceptions to Indemnification Right. Notwithstanding any
other language in this Charter, the Corporation shall not be
obligated pursuant to the terms of this Charter:
(1) Claims Initiated by Indemnitee. To indemnify or
advance expenses to any person with respect to proceedings or
claims initiated or brought voluntarily by him or her and not by
way of defense, expect with respect to proceedings brought to
establish or enforce a right to indemnification under this
Charter or any other statue or law or otherwise as required
under the General Corporation Law of Nevada, but such
indemnification or advancement of expenses may be provided by
the Corporation in specific cases if the Board of Directors
finds it to be appropriate; or
(2) Lack of Good Faith. To indemnify any person for any
expenses incurred by him or her with respect to any proceeding
instituted by him or her to enforce or interpret this Agreement,
if a court of competent jurisdiction determines that each of the
material assertions made by him or her in such proceeding was
not made in good faith or was frivolous;
(3) Insured Claims. To indemnify any person for expenses
or liabilities of any type whatsoever (including, but not
limited to, judgments, fines, ERISA excise taxes or penalties,
and amounts paid in settlement) which have been paid directly to
him or her by an insurance carrier under a policy of officers'
and directors' liability insurance maintained by the Corporation.
(4) Claims Under Section 16(b). To indemnify any person
for expenses or the payment of profits arising from the purchase
and sale by him or her of securities in violation of Section
16(b) of the Securities Exchange Act of 1934, as amended, or any
similar or successor statute.
(j) Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was or has agreed to
become a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him or on his behalf in any such capacity, or
arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the provisions of this Article NINTH; provided,
however, that such insurance is available on acceptable terms,
which deter- mination shall be made by a vote of a majority of
the Directors.
(k) Savings Clause. If this Article NINTH or any portion
hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation (i) shall
nevertheless indemnify each director and officer of the
Corporation and (ii) may nevertheless indemnify each employee
and agent of the Corporation, as to any cost, charge and expense
(including attorney's fees), judgment, fine and amount paid in
settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative,
including an action by or in the right of the Corporation, to
the full extent permitted by any applicable portion of this
Article NINTH that shall not have been invalidated and to the
full extent permitted by applicable law.
(l) Amendment. No amendment, termination or repeal of this
Article NINTH shall affect or impair in any way the rights of
any director or officer of the Corporation to indemnification
under the provisions hereof with respect to any action, suit or
proceeding arising out of, or relating to, any actions,
transactions or facts occurring prior to the final adoption of
such amendment, termination or appeal.
(m) Subsequent Legislation. If the General Corporation Law of
Nevada is amended after adoption of this Charter to further
expand the indemnification permitted to directors, officers,
employees or agents of the Corporation, then the Corporation
shall indemnify such persons to the fullest extent permitted by
the General Corporation Law of Nevada, as so amended.
(n) Restriction. Notwithstanding any other provision hereof
whatsoever, no person shall be indemnified under this Article
NINTH who is adjudged liable for (i) a breach of duty to the
Corporation or its shareholders that resulted in personal
enrichment to which he was not legally entitled, (ii)
intentional fraud or dishonesty or illegal conduct, or (iii) for
any other cause prohibited by applicable state or federal law,
unless a court determines otherwise.
{EXCLUSION OF DIRECTOR LIABILITY}
TENTH. As authorized by Section 78.037(1) of the General
Corporation Law of Nevada, no director or officer of the
Corporation shall be personally liable to the Corporation or any
shareholder thereof for monetary damages for breach of his
fiduciary duty as a director or officer, except for liability
for (a) any acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (b) any
payment of dividends in violation of Section 78.300 of the
General Corporation Law of Nevada, as it now exists or may
hereafter be amended. This Article TENTH shall apply to a person
who has ceased to be a director or officer of the Corporation
with respect to any breach of fiduciary duty which occurred when
such person was serving as a director or officer. This Article
TENTH shall not be construed to limit or modify in any way any
director's or officer's right to indemnification or other right
whatsoever under this Charter, the Corporation's Bylaws or the
General Corporation Law of Nevada.
If the General Corporation Law of Nevada hereafter is amended to
authorize the further elimination or limitation of the liability
of directors or officers generally, then the liability of the
Corporation's directors and officers, in addition to the
limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the General
Corporation Law of Nevada as so amended. Any repeal or
modification of this Article TENTH by the shareholders shall be
prospective only and shall not adversely affect any limitation
on the personal liability of any director or officer existing at
the time of such repeal or modification.
{AMENDMENT}
ELEVENTH. The Corporation reserves the right to amend,
restate or repeal any provision contained in this Charter, in
the manner now or hereafter prescribed by statute, and all
rights conferred on shareholders are granted subject to this
reservation.
{INAPPLICABILITY OF CONTROL SHARE ACQUISITION STATUTE}
TWELFTH. The Corporation expressly elects not to be governed
by Sections 78.378 through 78.3793 of the General Corporation
Law of Nevada (concerning acquisitions of controlling interest
in corporations), as it now exists or may hereafter be amended,
or any successor statute. The affirmative vote of at least a
majority of the total voting power shall be required to amend,
repeal or adopt any provision inconsistent with this Article
THIRTEENTH. IN WITNESS WHEREOF, the undersigned, being the
Incorporator named above, for the purpose of forming a
corporation pursuant to the General Corporation Law of Nevada,
does hereby make and file this Certificate of Incorporation for
RENEGADE VENTURE (NEV.) CORPORATION.
DATED: September 2, 1997
INCORPORATOR:
/s/ John D. Brasher Jr.
X...........................
John D. Brasher Jr.
Exhibit 3.2 to Form 8-K dated September 22, 1997
BYLAWS
of
RENEGADE VENTURE (NEV.) CORPORATION
(A Nevada Corporation)
ARTICLE I
General
1.01 Applicability. These Bylaws provide rules for conducting
the business of this corporation (the "Company"). Every
shareholder and person who subsequently becomes a shareholder,
the Board of Directors, Committees and Officers of the Company
shall comply with these Bylaws, as amended from time to time.
All bylaws and resolutions heretofore adopted by the Board of
Directors are hereby repealed, to the extent in conflict with
the provisions of these Bylaws.
1.02 Offices. The principal office of the Company shall be
selected by the Board of Directors from time to time and may be
within or without the State of Nevada. The Company may have such
other offices, within or without the State of Nevada, as the
Board of Directors may, from time to time, determine. The
registered office of the Company required by the General
Corporation Law of Nevada to be maintained in Nevada may be, but
need not be, identical with the principal office if in Nevada,
and the address of the registered office may be changed from
time to time by the Board of Directors.
1.03 Definition of Terms. Terms defined in the Company's
Certificate of Incorporation, as amended and restated from time
to time (the "Charter"), shall have the same meanings when used
in these Bylaws.
ARTICLE II
Stock Certificates
2.01 Stock Certificates. The shares of the Company's capital
stock shall be represented by consecutively numbered
certificates signed by the President or a Vice President and the
Secretary or Assistant Secretary of the Company, and sealed with
the seal of the Company, or a facsimile thereof. If
certificates are signed by a transfer agent and registrar other
than the Company or an employee thereof, the signatures of the
officers of the Company may be facsimile. In case any officer
who has signed (by real or facsimile signature) a certificate
shall have ceased to hold such office before the certificate is
issued, it may be issued by the Company with the same effect as
if he continued to hold such office on the date of issue. Each
certificate representing shares shall state upon the face
thereof: (i) that the Company is organized under the laws of
the State of Nevada; (ii) the name of the person to whom
issued; (iii) the number, class and series (if any) of shares
which such certificate represents; and (iv) the par value, if
any, of the shares represented by such certificate, or a
statement that the shares have no par value.
If any class or series of shares is subject to special powers,
designations, preferences or relative, participating or other
special rights, then such (together with all qualifications,
limitations or restrictions of such preferences or rights) shall
be set forth in full or summarized on the certificate
representing such class or series. Moreover, each certificate
shall state that the Company will furnish, without charge, to
the registered holder of the shares represented by such
certificate who so requests a statement setting forth such
information in full.
Each certificate also shall set forth restrictions upon
transfer, if any, or a reference thereto, as shall be adopted by
the Board of Directors or by the shareholders, or as may be
contained in this Article II. Any shares issued without
registration under the Securities Act of 1933, as amended
("Act"), shall bear a legend restricting transfer unless such
shares are registered under such act or an exemption from
registration is available for a proposed transfer.
2.02 Consideration for Shares. Shares of the Company shall be
issued, and treasury shares may be disposed of, for such
consideration or considerations as shall be fixed from time to
time by the Board of Directors. No shares shall be issued for
less than the par value thereof. The consideration for the
issuance of shares may be paid, in whole or in part, in money,
in other property, tangible or intangible, or in labor or
services actually performed for the Company, or as permitted in
the Charter.
2.03 Lost Certificates. The Board of Directors may direct a
new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Company
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost, and the Board of Directors when authorizing
such issue of a new certificate or certificates may in its
discretion, and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate
or certificates or his legal representative to advertise the
same in such manner as it shall require, and/or furnish to the
Company a bond in such sum as it may direct, as indemnity
against any claim that may be made against the Company. Except
as hereinabove in this section provided, no new certificate or
certificates evidencing shares of stock shall be issued unless
and until the old certificate or certificates, in lieu of which
the new certificate or certificates are issued, shall be
surrendered for cancellation.
2.04 Registered Holder as Owner. The Company shall be
entitled to treat the registered holder of any shares of the
Company as the owner of such shares, and shall not be bound to
recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares, unless and until
such purchaser, assignee, transferee or other person becomes the
registered holder of such shares, whether or not the Company
shall have either actual or constructive notice of the interests
of such purchaser, assignee, or transferee or other person. The
purchaser, assignee, or transferee of any of the shares of the
Company shall not be entitled: to receive notice of the meetings
of the shareholders; to vote at such meetings; to examine a list
of the shareholders; to be paid dividends or other sums payable
to shareholders; or to own, enjoy and exercise any other
property or rights deriving from such shares against the
Company, until such purchaser, assignee, or transferee has
become the registered holder of such shares.
2.05 Reversions. Cash, property or share dividends, shares
issuable to shareholders in connection with a reclassification
of stock, and the redemption price of redeemed shares, which are
not claimed by the shareholders entitled thereto within TWO
years after the dividend or redemption price became payable or
the shares became issuable, despite reasonable efforts by the
Company to pay the dividend or redemption price or deliver the
certificate(s) for the shares to such shareholders within such
time shall, at the expiration of such time, revert in full
ownership to the Company, and the Company's obligation to pay
any such dividend or redemption price or issue such shares, as
the case may be, shall thereupon cease; provided, that the Board
of Directors may at any time and for any reason satisfactory to
it, but need not, authorize (i) payment of the amount of cash or
property dividend or (ii) issuance of any shares, ownership of
which has reverted to the Company pursuant to this Section of
Article II, to the person or entity who or which would be
entitled thereto had such reversion not occurred.
2.06 Returned Certificates. All certificates for shares
changed or returned to the Company for transfer shall be marked
by the Secretary "CANCELLED," with the date of cancellation, and
the transaction shall be immediately recorded in the certificate
book opposite the memorandum of their issue. The returned
certificate may be inserted in the certificate book.
2.07 Transfer of Shares. Upon surrender to the Company or to
a transfer agent of the Company of a certificate of stock
endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, and such documentary stamps
as may be required by law, it shall be the duty of the Company
to issue a new certificate, upon payment by the transferee of
such nominal charge therefor as the Company or its transfer
agent may impose. Each such transfer of stock shall be entered
on the stock book of the Company. Respecting any securities
issued in reliance upon Rule 903 of Regulation S under the Act
at any time when the Company is not a "reporting issuer" as
defined in Rule 902 of Regulation S, no transfer of such
securities shall be registered unless made in accordance with
the provisions of Regulation S.
2.08 Transfer Agent. The Board of Directors shall have power
to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class,
and may require that stock certificates shall be countersigned
and registered by one or more of such transfer agents and
registrars. Any powers or duties with respect to the transfer
and registration of certificates may be delegated to the
transfer agent and registrar.
ARTICLE III
Meetings of the Shareholders
3.01 Annual Meeting. The annual meeting of the shareholders
shall be held between the 90th and 180th day after the tax year
end, at such date and time and at such place, within or without
the State of Nevada, as is designated from time to time by the
Board of Directors and stated in the notice of the meeting. At
each annual meeting the shareholders shall elect a Board of
Directors in accordance with the Charter and shall transact such
other business as may properly be brought before the meeting.
3.02 Special Meetings. Unless otherwise proscribed by law,
the Charter or these Bylaws, special meetings of the
shareholders may be called by the Chairman of the Board, the
President, or a majority of the Board of Directors, or by
persons who as of the date of calling the meeting are the
holders of not less than ten percent (10%) of the total voting
power. Requests for special meetings shall state the purpose or
purposes of the proposed meeting.
3.03 Notice of Meetings. Except as otherwise provided by law,
the Charter or these Bylaws, written notice of any annual or
special meeting of the shareholders shall state the place, date,
and time thereof and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be
given to each shareholder of record entitled to vote at such
meeting not fewer than 10 nor more than 60 days prior to the
meeting by any means permitted in Article IX hereof. No business
other than that specified in the notice of a special meeting
shall be transacted at any such special meeting.
3.04 Record Date. In order that the Company may determine
shareholders of record who are entitled (i) to notice of or to
vote at any shareholders meeting or adjournment thereof, (ii) to
express written consent to corporate action in lieu of a
meeting, (iii) to receive payment of any dividend or other
distribution, or (iv) to allotment of any rights or to exercise
any rights in respect of any change, conversion or exchange of
stock, or in order that the Company may make a determination of
shareholders of record for any other lawful purpose, the Board
of Directors may fix in advance a date as the record date for
any such determination. Such date shall not be more than 60
days, and in case of a meeting of shareholders, not less than 10
days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken, and in no
event may the record date precede the date upon which the
Directors adopt a resolution fixing the record date.
If 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 given (as
defined in Article IX hereof) 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 the 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, unless the Board of Directors
fixes a new record date for the adjournment
3.05 Voting List. At least 10 days but nor more than 60 days
before any meeting of shareholders, the officer or transfer
agent in charge of the Company's stock transfer books shall
prepare a complete alphabetical list of the shareholders
entitled to vote at such meeting, which list shows the address
of each shareholder and the number of shares registered in his
or her name. The list so prepared shall be maintained at the
corporate offices of the Company and shall be open to inspection
by any shareholder, for any purpose germane to the meeting, at
any time during usual business hours during a period of no fewer
than 10 days prior to the meeting. The list shall also be
produced and kept open at any shareholders meeting and, except
as otherwise provided by law, may be inspected by any
shareholder or proxy of a shareholder who is present in person
at the meeting. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to
examine the list of shareholders and to vote at any meeting of
shareholders.
3.06 Quorum; Adjournments. (a) The holders of a majority of
the total voting power at any shareholders meeting present in
person or by proxy shall be necessary to and shall constitute a
quorum for the transaction of business at all shareholders
meetings, except as otherwise provided by law or by the Articles.
(b) If a quorum is not present in person or by proxy at any
shareholders meeting, a majority of the voting shares present or
represented shall have the power to adjourn the meeting from
time to time to the same or another place within 30 days thereof
and no further notice of such adjourned meeting need be given if
the time and place thereof are announced at the meeting at which
the adjournment is taken.
(c) Even if a quorum is present in person or by proxy at any
shareholders meeting, a majority of the voting shares present or
represented shall have the power to adjourn the meeting from
time to time, for good cause, without notice of the adjourned
meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken, until a new date
which is not more than 30 days after the date of the original
meeting.
(d) Any business which might have been transacted at a
shareholders meeting as originally called may be transacted at
any meeting held after adjournment as provided in this Section
3.06 at which reconvened meeting a quorum is present in person
or by proxy. Anything in paragraph (b) of this Section to the
contrary notwithstanding, if an adjournment is for more than 30
days, or if after an adjournment a new record date is fixed for
the adjourned meeting, notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote thereat.
(e) The shareholders present at a duly called meeting may
continue to transact business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a
quorum.
3.07 Proxies. At all meetings of shareholders, a shareholder
may vote by proxy, executed in writing by the shareholder or by
his duly authorized attorney in fact. Any proxyholder shall be
authorized to sign, on the shareholder's behalf, any written
consent for shareholder action taken in lieu of a meeting. Such
proxy shall be filed with the Secretary of the Company before or
at the time of the meeting. No proxy shall be valid after the
expiration of six (6) months from the date of its execution,
unless coupled with an interest, or unless the person executing
it specifies therein the length of time for which it is to
continue in force, which in no case shall exceed three (3) years
from the date of its execution.
3.08 Voting of Shares. At any shareholders meeting every
shareholder having the right to vote shall be entitled to vote
in person or by proxy. Except as otherwise provided by law, by
the Articles or in the Board resolution authorizing the issuance
of shares, each shareholder of record shall be entitled to one
vote (on each matter submitted to a vote) for each share of
capital stock registered in his, her or its name on the
Company's books. Except as otherwise provided by law or by the
Articles, all matters submitted to the shareholders for approval
shall be determined by a majority of the votes cast (not
counting abstentions) at a legal meeting commenced with a quorum.
3.09 Voting of Shares by Certain Holders. Neither treasury
shares, nor shares of its own stock held by the Company in a
fiduciary capacity, nor shares 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 Company,
shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time.
Shares standing in the name of another corporation, domestic or
foreign, 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.
Shares held by an administrator, executor, personal
representative, guardian, or conservator may be voted by him,
either in person or by proxy, without a transfer of such shares
into his name. 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 to do so be contained in an appropriate
order of the court by which such 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 pledgee shall be
entitled to vote the shares so transferred.
3.10 Chairman. The Chairman of the Board of Directors of the
Company, if there is one, or in his absence, the President,
shall act as chairman at all meetings of shareholders.
3.11 Manner of Shareholder Voting. Voting at any
shareholders' meeting shall be oral or by show of hands;
provided, however, that voting shall be by written ballot if
such demand is made by any shareholder present in person or by
proxy and entitled to vote.
3.12 Informal Action by Shareholders; Record Date. Any action
required or permitted to be taken at a meeting of the
shareholders 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 shareholders
holding at least a majority of the voting power, except that if
a different proportion of voting power is required for such an
action at a meeting, then that proportion of written consents is
required. Such a consent must be filed with the minutes of the
proceedings of shareholders and shall have the same force and
effect as a vote of the shareholders, and may be stated as such
in any document filed with the Secretary of State of Nevada
under the General Corporation Law of Nevada. Written notice of
such action shall be given to all shareholders who have not
consented in writing to the action taken. The record date for
determining shareholders entitled to consent to corporate
actions in writing without a meeting (the "consent record date")
shall not precede, and shall not be more than ten (10) days
after, the date upon which the resolution fixing the record date
was adopted. However, if no consent record date is fixed, the
consent record date shall be, respectively, (i) if prior action
by the Board of Directors is required under the General
Corporation Law of Nevada for the consent to be validly taken,
the close of business on the day on which the Board of Directors
adopts the resolution taking such prior action; and (ii) if
prior action by the Board of Directors is not required, the
first date on which a properly signed and dated consent setting
forth the action taken or proposed to be taken is delivered as
required above.
3.13 Presiding Officers; Order of Business. (a) Shareholders
meetings shall be presided over by the Chairman of the Board; or
if the Chairman (and Vice Chairman) is not present, by the
President; or if the President is not present, by a Vice
President; or if a Vice President is not present, by such person
chosen by the Board of Directors; or if none, by a chairperson
to be chosen at the meeting by shareholders present in person or
by proxy who own a majority of the voting power present. The
Secretary of a shareholders meeting shall be the Secretary of
the Company; or if the Secretary is not present, an Assistant
Secretary; or if an Assistant Secretary is not present, such
person as may be chosen by the Board of Directors; or if none,
by such person who is chosen by the chairperson at the meeting.
(b) The following order of business, unless otherwise ordered
at the shareholders meeting by the chairperson thereof, shall be
observed as far as practicable and consistent with the purposes
of the meeting:
1. Calling of the shareholders' meeting to order.
2. Presentation of proof of mailing of the notice of the
meeting and, if a special meeting, the call thereof.
3. Presentation of proxies.
4. Determination and announcement that a quorum is present.
5. Reading and approval (or waiver thereof) of the minutes of
the previous meeting of shareholders.
6. Reports, if any, of officers.
7. Election of directors, if the meeting is an annual meeting
or a meeting called for such purpose.
8. Consideration of the specific purpose or purposes for
which the meeting has been called, other than election of
directors.
9. Transaction of such other business as may properly come
before the meeting.
10. Adjournment.
3.14 Annual Report. The President of the Company shall
prepare an annual report which will set forth a statement of
affairs of the Company as of the end of its last fiscal year,
including a balance sheet, an income statement and a statement
of changes in financial position, which need not be audited, and
present them at the annual meeting of shareholders. Failure to
prepare or present an annual report shall not affect the
validity of any shareholder meeting. No such report need be
prepared or presented for any fiscal year in which the Company
was inactive. This Section shall not apply as to any fiscal year
if the Company (i) was at the year end subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, and subsequently furnishes to the shareholders an
annual report or report on Form 10-K under such Act covering
such fiscal year, or (ii) furnishes to shareholders an
Information Statement which conforms to the requirements of Rule
15c2-11 of the Securities and Exchange Commission.
ARTICLE IV
Directors, Powers and Meetings
4.01 General Powers. All corporate powers shall be exercised,
and the Company's business and affairs shall be managed, by or
under the authority of its Board of Directors, except as
otherwise provided in the General Corporation Law of Nevada or
the Charter.
4.02 Number, Tenure and Qualifications. The Company's Board
of Directors shall consist of not less than one (1) and not more
than seven (7) Directors, as resolved from time to time by the
Board of Directors. If such number is not so fixed, the Company
shall have one Director. Directors shall be elected at each
annual meeting of shareholders, except as otherwise provided
below. Each Director shall hold office until the next annual
meeting of shareholders and thereafter until his successor shall
have been elected and duly qualified. Directors need not be
residents of Nevada or shareholders of the Company. Directors
shall be elected by plurality vote. At least one-fourth in
number of the Directors must be elected annually. No decrease in
the number of Directors shall shorten the term of any incumbent
Director.
4.03 Vacancies; Resignation. (a) Any vacancy occurring in
the Board of Directors, except resulting from 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,
or by a sole remaining Director. 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 shall be filled by the
affirmative vote of a majority of the entire board or by a
majority of the total voting power at any annual meeting or at a
special meeting of shareholders called for that purpose, or by
means of written shareholder consents taken in lieu of a
meeting. Every director chosen to fill a vacancy as provided in
this Section shall hold office until the next annual meeting of
shareholders or until his successor has been elected and
qualified.
(b) Any Director may resign at any time by giving written
notice to the Board, the Chairman of the Board, the President or
the Secretary of the Company. Unless otherwise specified in such
written notice, a resignation shall take effect upon delivery to
the Board or the designated officer. A resignation need not be
accepted in order for it to be effective.
4.04 Removal of Directors. Any Director may be removed only
by the shareholders in the manner provided in the Company's
Charter and, if no such provision appears therein, then as
provided by law. Such action may be taken at any special meeting
called for that purpose or by means of written shareholder
consents. In case any vacancy so created shall not be filled by
the shareholders at such meeting or in the written consent
effecting removal, such vacancy may be filled by a majority of
the Board of Directors.
4.05 Place of Meetings. The Board of Directors may hold both
regular and special meetings either within or without the State
of Nevada, at such place as the Board of Directors from time to
time deems advisable.
4.06 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than these Bylaws
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 for the holding of additional regular
meetings without other notice than such resolution; provided,
that any Director not present when any such resolution is passed
is given notice of the resolution.
4.07 Special Meetings. A special meeting of the Board of
Directors shall be held without other notice than these Bylaws
immediately after and at the same place as every special meeting
of shareholders. Special meetings of the Board of Directors also
may be called by or at the request of the Chairman of the Board,
the President, or any two Directors upon two days' notice to
each director if such notice is delivered personally or sent by
telegram, or upon five days' notice if sent by mail.
4.08 Telephonic Meetings. One or more members of the Board of
Directors or any committee designated by the Board may
participate in a meeting of the Board of Directors or committee
by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can
hear one another at the same time. Such participation shall
constitute presence in person at the meeting. All participants
in any meeting of Directors, by virtue of their participation
and without further action on their part, shall be deemed to
have consented to the recording of such meeting by electronic
device or otherwise, and to the making of a written transcript
thereof, in order that minutes thereof shall be available for
the Company's records.
4.09 Notice. Except as otherwise provided above, notice of
the time, date and place, of every special meeting of Directors
or any committee thereof shall be given. Any Director may waive
notice of any meeting. The attendance of a Director at a
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.
4.10 Quorum; Adjournments. A majority of the number of
directors then in office, present in person or by means of
conference telephone or similar equipment, shall constitute a
quorum for the transaction of business at every Board meeting,
and the act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors, except as may otherwise specifically be
provided by law, the Charter or these Bylaws. If a quorum is not
present at any Board meeting, the directors present may adjourn
the meeting, from time to time, without notice other than
announcement of the meeting, until a quorum is present.
4.11 Compensation. Directors shall be entitled to such
compensation for their services as directors as from time to
time may be fixed by the Board and shall be entitled to
reimbursement of all reasonable expenses incurred by them in
attending Board meetings. A director may waive compensation for
any Board meeting. No director who receives compensation as a
director shall be barred from serving the Company in any other
capacity or from receiving compensation and reimbursement of
reasonable expenses for any or all such other services.
4.12 Presumption of Assent. A Director of the Company 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 his 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 or certified mail,
first class, postage prepaid, to the Secretary of the Company,
provided such mailing is postmarked within ten calendar days
after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action.
4.13 Action by Directors Without Meeting. Any action required
to be taken at a meeting of the Directors of the Company or of a
committee of Directors or any action which may be taken at such
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 entitled to vote with respect to the
subject matter thereof. A consent shall be sufficient for this
Section if it is executed in counterparts, in which event all of
such counterparts, when taken together, shall constitute one and
the same consent.
4.14 Bank Accounts, etc. Anything herein to the contrary
notwithstanding, the Board of Directors may, except as may
otherwise be required by law, authorize any officer or officers,
agent or agents, in the name of and on behalf of the Company, to
sign checks, drafts, or other orders for the payment of money or
notes or other evidences of indebtedness, to endorse for
deposit, deposit to the credit of the Company at any bank or
trust company or banking institution in which the Company may
maintain an account or to cash checks, notes, drafts, or other
bankable securities or instruments, and such authority may be
general or confined to specific instances, as the Board of
Directors may elect.
4.15 Inspection of Records. Every Director shall have the
absolute right at any reasonable time to inspect all books,
records, documents of every kind, and the physical properties,
of the Company and of its subsidiaries. Such inspection may be
made personally or by an agent and includes the right to make
copies and extracts.
4.16 Executive Committee. (a) The Board of Directors may, by
resolution adopted by a majority of the whole Board, appoint two
or more of its members to constitute an Executive Committee. One
of such directors shall be designated as Chairman of the
Executive Committee. Each member of the Executive Committee
shall continue as a member thereof until the expiration of his
term as a director, or until his earlier resignation from the
Executive Committee, in either case unless sooner removed as a
director or member of the Executive Committee by any means
authorized by the Charter or herein.
(b) The Executive Committee shall have and may exercise, to
the extent provided in such resolution and except as prohibited
by law, all of the rights, power and authority of the Board of
Directors.
(c) The Executive Committee shall fix its own rules of
procedure and shall meet at such times and at such place or
places as may be provided by its rules. The Chairman of the
Executive Committee, or in the absence of the Chairman, a member
of the Executive Committee chosen by a majority of the members
present, shall preside at all meetings of the Executive
Committee, and another member thereof chosen by the Executive
Committee shall act as Secretary. A majority of the Executive
Committee shall constitute a quorum for the transaction of
business, and the affirmative vote of a majority of the members
thereof shall be required for any action of the Executive
Committee. The Executive Committee shall keep minutes of its
meetings and deliver such minutes to the Board of Directors.
4.17 Other Committees. The Board of Directors may, by
resolution duly adopted by a majority of directors at a meeting
at which a quorum is present, appoint an audit committee,
compensation committee, and such other committee or committees
as it shall deem advisable and with such limited authority as
the Board of Directors shall from time to time determine.
4.18 Other Provisions Regarding Committees. (a) The Board of
Directors shall have the power at any time to fill vacancies in,
change the membership of, or discharge any committee. The
members of any committee present at any meeting of a committee,
whether or not they constitute a quorum, may appoint a director
to act in the place of an absent member.
(b) Members of any committee shall be entitled to such
compensation for their services as such as from time to time may
be fixed by the Board of Directors and in any event shall be
entitled to reimbursement of all reasonable expenses incurred in
attending committee meetings. Any member of a committee may
waive compensation for any meeting. No member of a committee who
receives compensation as a member of one or more committees
shall be barred from serving the Company in any other capacity
or from receiving compensation and reimbursement of reasonable
expenses for any or all such other services.
(c) Unless otherwise prohibited by law, the provisions above
concerning action by written consent of directors and meetings
of directors by telephonic or similar means shall apply to all
committees from time to time created by the Board of Directors.
ARTICLE V
Officers and Agents
5.01 Positions. The Company's officers generally shall be
chosen by the Board of Directors and shall consist of a Chairman
of the Board, a President, one or more Vice Presidents if
desired, a Secretary and a Treasurer. The Board of Directors may
appoint one or more other officers, assistant officers and
agents as it from time to time deems necessary or appropriate,
who shall be chosen in such manner and hold their offices for
such terms and have such authority and duties as from time to
time may be determined by the Board of Directors. The Board may
delegate to the Chairman of the Board the authority to appoint
any officer or agent of the Company and to fill a vacancy other
than the Chairman of the Board or President. Any two or more
offices may be held by the same person, except that no person
may simultaneously hold the offices of President and Secretary
and of President and Vice President. In all cases where the
duties of any officer, agent or employee are not prescribed by
these bylaws or by the Board of Directors, such officer, agent
or employee shall follow the orders and instructions of the
President.
5.02 Term of Office; Removal. Each officer of the Company
shall hold office at the pleasure of the Board and any officer
may be removed, with or without cause, at any time by the
affirmative vote of a majority of the directors then in office;
provided, that any officer appointed by the Chairman of the
Board pursuant to authority delegated by the Board may be
removed, with or without cause, at any time by the Chairman
whenever the Chairman in his or her absolute discretion shall
consider that the Company's best interests shall be served by
such removal. Removal of an officer by the Board (or the
Chairman, as the case may be) shall not prejudice the contract
rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not in itself create
contract rights.
5.03 Vacancies. A vacancy in any office, however occurring,
may be filled by the Board or the Executive Committee, for the
unexpired portion of the term by majority vote of its members,
or by the Chairman of the Board in the case of a vacancy
occurring in an office to which the Chairman has been delegated
authority to make appointments.
5.04 Compensation. The salaries of all officers of the
Company shall be fixed from time to time by the Board, and no
officer shall be prevented from receiving a salary by reason of
the fact that he also receives compensation from the Company in
any other capacity.
5.05 Chairman of the Board. The Chairman of the Board
("Chairman"), if such officer shall be chosen by the Board of
Directors, shall preside at all meetings of the Board of
Directors and meetings of shareholders at which he is present
and shall exercise general supervision and direction over the
implementation of Board policy affecting the affairs of the
Company. Any act which may be performed by the Chief Executive
Officer or President may be performed by the Chairman.
5.06 Chief Executive Officer; Chief Operating Officer. The
Chairman of the Board shall, unless the Board determines
otherwise, serve as the Chief Executive Officer ("CEO") of the
Company. If the Chairman is not designated the CEO, then the
President shall serve as CEO. The Board may, from time to time,
designate from among the executive officers of the Company an
officer to serve as Chief Operating Officer ("COO") of the
Company. If the Chairman serves as the CEO, then the President
shall serve as COO. If the President is designated CEO, then the
Executive Vice President (or if there is none, then the next
most senior Vice President) shall serve as COO. A person
designated to serve in the capacity of CEO or COO shall serve at
the pleasure of the Board.
A person designated Chief Executive Officer (CEO) shall have
primary responsibility for and active charge of the management
and supervision of the Company's business and affairs. The CEO
may execute in the name of the Company authorized corporate
obligations and other instruments, shall perform such other
duties as may be prescribed by the Board (or Chairman, as the
case may be) from time to time and, in the absence or disability
of the President, shall exercise all of the duties and powers of
the President. In the event that the President is not the CEO,
then the CEO shall supervise the performance of the President
and shall be responsible for the execution of the policies and
directives of the Board. The CEO shall report directly to the
Board. The CEO shall perform such other duties as may be
assigned by the Board (or Chairman, as the case may be). The CEO
may perform any act which might be performed by the President.
A person designated Chief Operating Officer (COO) shall be
responsible for the day-to-day management of the Company's
operations, subject to the authority of the CEO. The COO shall
report directly to the CEO of the Company and shall consult with
the CEO on all matters of corporate policy and material business
activities of the Company. The COO shall perform such other
duties as may be assigned by the Board or the CEO.
5.07 President. The President shall have general active
management of the business of the Company, subject to the
authority of the Chief Executive Officer if the President is not
designated as such, and general supervision of its officers,
agents and employees. In the absence of the Chairman and Chief
Executive Officer, he shall preside at all meetings of the
shareholders and of the Board. In the absence of a designated
Chief Executive Officer he shall see that all policies and
directives of the Board are carried into effect.
He shall, unless otherwise directed by the Board of Directors,
attend in person or by substitute appointed by him, or shall
execute in behalf of the Company written instruments appointing
a proxy or proxies to represent the Company, at all meetings of
the stockholders of any other company in which the Company shall
hold any stock. He may, on behalf of the Company, in person or
by substitute or by proxy, execute written waivers of notice and
consents with respect to any such meetings. At all such
meetings and otherwise, the President, in person or by
substitute or proxy as aforesaid, may vote the stock so held by
the Company and may execute written consent and other
instruments and power incident to the ownership of said stock,
subject however to the instructions, if any, of the Chairman or
the Board of Directors. The President shall have custody of the
Treasurer's bond, if any.
5.08 Executive Vice President. The Executive Vice President
shall assist the President in the discharge of supervisory,
managerial and executive duties and functions. In the absence of
the President or in the event of his death, or inability or
refusal to act, the Executive Vice President shall perform the
duties of the President and when so acting shall have the duties
and powers of the President. He shall perform such other duties
as from time to time may be assigned to him by the President,
Chairman or Board of directors.
5.09 Vice Presidents. The Vice Presidents, if any, shall
assist the President and Executive Vice President and shall
perform such duties as may be prescribed by the Board, the
Chairman or the President. Vice Presidents in the order of their
seniority shall, in the absence or disability of the Chairman
and President, exercise all of the duties and powers of such
officers. The Executive Vice President, if any, shall be the
most senior of Vice Presidents, and the Senior Vice President,
if any, shall be the next most senior of Vice Presidents. In
regard to other Vice Presidents, they shall have the respective
ranks designated by the Board of Directors, or if none has been
so designated, as designated by the Chairman, or if none has
been so designated by the Chairman, they shall rank in the order
of their respective elections to such office. The execution of
any instrument on the Company's behalf by a Vice President shall
be conclusive evidence, as to third parties, of his authority to
act in the stead of the President and Executive Vice President.
5.10 Secretary. The Secretary shall: (i) keep the minutes of
the proceedings of the shareholders and the Board of Directors
and record all votes and proceedings thereof in a book kept for
that purpose; (ii) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by
law; (iii) be custodian of the corporate records and of the seal
of the Company and affix the seal to all documents when
authorized by the Board of Directors; (iv) keep at its
registered office or principal place of business within or
outside Delaware a record containing the names and addresses of
all shareholders and the number and class of shares held by
each, unless such a record shall be kept at the office of the
Company's transfer agent or registrar; (v) sign with the
President, or a Vice President, certificates for shares of the
Company, the issuance of which shall have been authorized by
resolution of the Board of Directors; (vi) have general charge
of the stock transfer books of the Company, unless the Company
has a transfer agent; and (vii) 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 the
Board of Directors. The Board of Directors may give general
authority to officers other than the Secretary or any Assistant
Secretary to affix the Company's seal and to attest the fixing
thereof by his or her signature.
5.11 Assistant Secretary. The Assistant Secretary, if any (or
if there is more than one, the Assistant Secretaries in the
order designated, or in the absence of any designation, in the
order of their appointment), in the absence or disability of the
Secretary, shall perform the duties and exercise the powers of
the Secretary. The Assistant Secretary(ies) shall perform such
other duties and have such other powers as from time to time may
be prescribed by the Board, the Chairman or the Chief Executive
Officer. The Chairman may appoint one or more Assistant
Secretary(ies) to office.
5.12 Treasurer. The Treasurer shall, unless the Board
otherwise resolves, be the principal financial officer and
principal accounting officer of the Company and shall have the
care and custody of all funds, securities, evidence of
indebtedness and other valuable effects of the Company, shall
keep full and accurate accounts of receipts and disbursements in
books belonging to the Company and shall deposit all money and
other valuable effects of the Company in the name and to the
credit of the Company in such depositories as from time to time
may be designated by the Board. The Treasurer shall disburse the
funds of the Company in such manner as may be ordered by the
Board from time to time and shall render to the Chairman of the
Board, the President and the Board, at regular Board meetings or
whenever any of them may so require, an account of all
transactions and of the Company's financial condition.
5.13 Assistant Treasurer. The Assistant Treasurer, if any (or
if there is more than one, the Assistant Treasurers in the order
designated, or in the absence of any designation, in the order
of their appointment), in the absence or disability of the
Treasurer, shall perform the duties and exercise the powers of
the Treasurer. The Assistant Treasurer(s) shall perform such
other duties and have such other powers as from time to time may
be prescribed by the Board, the Chairman or the Chief Executive
Officer. The Chairman may appoint one or more Assistant
Treasurer(s) to office.
5.14 Resignations. Any officer may resign at any time by
giving written notice to the Board or to the Chairman. Such
resignation shall take effect at the time specified therein and,
unless specified therein, no acceptance of the resignation shall
be required for the resignation to be effective.
5.15 Delegation of Duties. In the event of the absence or
disability of any officer of the Company, or for any other
reason the Board shall deem sufficient, the Board may
temporarily designate the powers and duties, or particular
powers and duties, of such officer to any other officer, or to
any director.
5.16 Fidelity Bonds. The Board of Directors shall have the
power, to the extent permitted by law, to require any officer,
agent or employee of the Company to give bond for the faithful
discharge of his duties in such form and with such surety or
sureties as the Board deems advisable.
ARTICLE VI
Indemnification
Every Director, officer, employee and agent of the Company, and
every person serving at the Company's request as a director,
officer (or in a position functionally equivalent to that of
officer or director), employee or agent of another corporation,
partnership, joint venture, trust or other entity, shall be
indemnified to the extent and in the manner provided by the
Company's Charter, as it may be amended, and in the absence of
any such provision therein, in accordance with Nevada law.
ARTICLE VII
Execution of Instruments and Deposit of Corporate Funds
7.01 Execution of Instruments Generally. The Chairman of the
Board, the President, any Vice President, the Secretary or the
Treasurer, subject to the approval of the Board of Directors,may
enter into any contract or execute and deliver any instrument in
the name and on behalf of the Company. The Board of Directors
may authorize any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in
the name and on behalf of the Company, and such authorization
may be general or confined to specific instances.
7.02 Borrowing. Unless and except as authorized by the Board
of Directors, no loans or advances shall be obtained or
contracted for, by or on behalf of the Company, and no
negotiable paper shall be issued in its name. Such
authorization may be general or confined to specific instances.
Any officer or agent of the Company thereunto so authorized may
attain loans and advances for the Company and for such loans and
advances may make, execute and deliver any promissory notes,
bonds, or other evidences of indebtedness of the Company. Any
officer or agent of the Company so authorized may pledge,
hypothecate or transfer as security for the payment of any and
all loans, advances, indebtedness and liabilities of the
Company, any and all stocks, bonds other securities and other
personal property at any time held by the Company, and to that
end may endorse, assign and deliver the same and do every act
and thing necessary or proper in connection therewith.
7.03 Deposits. All funds of the Company not otherwise
employed shall be deposited from time to time to its credit in
such banks or trust companies or with such bankers or other
depositaries as the Board of Directors may select, or as may be
selected by any officer or officers or agent or agents
authorized to do so by the Board of Directors. Endorsements for
deposit to the credit of the Company in any of its duly
authorized depositaries shall be made in such manner as the
Board of Directors from time to time may determine.
7.04 Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, and all notes or other evidence of
indebtedness issued in the name of the Company, shall be signed
by such officer or officers or agent or agents of the Company
and in such manner as the Board of Directors from time to time
may determine.
7.05 Proxies. Proxies to vote with respect to shares of stock
of other corporations owned by, or standing in the name of, the
Company may be executed and delivered from time to time on
behalf of the Company by the Chairman of the Board, the
President or any Vice President or by any other person or
persons thereunto authorized by the Board of Directors.
ARTICLE VIII
Miscellaneous
8.01 Declaration of Dividends. The Board of Directors at any
regular or special meeting may declare dividends payable,
whenever in the exercise of its discretion it may deem such
declaration advisable and such is permitted by law. Such
dividends may be paid in cash, property, or shares of the
Company.
8.02 Benefit Plans. Directors shall have the power to install
and authorize any pension, profit sharing, stock option, stock
award or stock bonus, insurance, welfare, educational, bonus,
health and accident or other benefit program which the Board
deems to be in the interest of the Company, at the expense of
the Company, and to amend or revoke any plan so adopted. Any
such plan may adopted and have full force and effect by
resolution of the Board of Directors, except where applicable
laws, rules or regulations require prior approval of the
Company's shareholders of such plan in order for the plan to be
valid.
8.03 Seal. The corporate seal of the Company shall be
circular in form and shall contain the name of the Company, the
year incorporated and the words "Seal" and "Nevada".
8.04 Fiscal Year. The Board of Directors shall have the power
to fix, and from time to time change, the fiscal year of the
Company. Any such adoption of or change in a fiscal year shall
not constitute or require an amendment to these Bylaws.
8.05 Amendment of Bylaws. These Bylaws may be amended or
repealed in the manner provided for in the Charter, or if none
is there provided: by majority vote of the Board of Directors,
taken at any meeting or by written consent, subject to the
shareholders' right to change or repeal any Bylaws so made or
adopt new Bylaws by vote of at least a majority of the total
voting power. Bylaws amendments may be proposed by any Director
or shareholder. Any action duly taken by the Board or the
shareholders which conflicts or is inconsistent with these
Bylaws (as they may be amended) shall constitute an amendment of
the Bylaws, if the action was taken by such number of directors
or shares voting as would be sufficient for amendment of the
Bylaws.
8.06 Gender. The masculine gender is used in these Bylaws as
a matter of convenience only and shall be interpreted to include
the feminine and neuter genders as the circumstances indicate.
8.07 Conflicts. In the event of any irreconcilable conflict
between these Bylaws and either the Company's Charter or
applicable law, the latter shall control.
8.08 Definitions. Except as these Bylaws otherwise
specifically provide, all terms used in these Bylaws shall have
the definitions given them in the Company's Charter or the
Nevada General Corporation Law.
ARTICLE IX
Notices
9.01 Receipt of Notices by the Company. Notices, shareholder
writings consenting to action, and other documents or writings
shall be deemed to have been received by the Company when they
are actually received: (i) at the registered office of the
Company in Nevada; (ii) at the principal office of the Company
(as designated in the most recent document filed by the Company
with the Nevada Secretary of State designating a principal
office) addressed to the attention of the Secretary of the
Company; (iii) by the Secretary of the Company wherever the
Secretary may be found; or (iv) by any other person authorized
from time to time by the Board of Directors or the President to
receive such writings, wherever such person is found.
9.02 Giving of Notice. Except as otherwise provided by the
General Corporation Law of Nevada, these Bylaws, the Charter or
resolution of the Board of Directors, every meeting notice or
other notice, demand, bill, statement or other communication
(collectively, "Notice") from the Company to a Director, Officer
or shareholder shall be duly given if it is written or printed
and is (i) sent by first class or express mail, postage prepaid,
(ii) sent by any commercial overnight air courier service, such
as DHL, Federal Express, Emery, Airborne, UPS or similar
service, (iii) sent by telegraph, cablegram, telex, telecopier,
facsimile or similar transmission, (iv) delivered by any
commercial messenger service which regularly retains its
receipts, or (v) personally delivered, provided a receipt is
obtained reflecting the date of delivery. Notice shall not be
duly given unless all delivery or postage charges are prepaid.
Notice shall be given to an addressee's most recent address as
it appears on the Company's records or to such other address as
has been provided in writing to the Secretary. A Notice shall
be deemed "given" when dispatched for delivery, when personally
delivered, when transmitted electronically, or if mailed, on the
date postmarked. This Section shall not have the effect of
shortening any notice period provided for in these Bylaws.
9.03 Waiver of Notice. Any Notice required or permitted by
the General Corporation Law of Nevada, the Charter or these
Bylaws may be waived in writing at any time by the person
entitled to the Notice, and such waiver shall be equivalent to
the giving of notice. Notice of any shareholders' meeting shall
be waived by attendance, in person or by proxy, at the meeting,
unless any question of lack of or defect in a Notice is raised
prior to conclusion of the meeting. A waiver of Notice of a
special meeting of shareholders shall state the purpose for
which the meeting was called or the business to be transacted
thereat.
APPROVED AND ADOPTED by the Board of Directors as of September
18, 1997.
SECRETARY'S CERTIFICATION
I, the undersigned Secretary of this corporation, hereby
certify that the foregoing Bylaws were duly adopted by its Board
of Directors on the date above indicated and that the foregoing
text of the Bylaws are currently in full force and effect and
have not been revoked, suspended or amended since adoption
thereof.
Dated: September 18, 1997
RENEGADE VENTURE (NEV.) CORPORATION
/s/ Elisabeth Crosse
By......................................
Secretary or Assistant Secretary
(SEAL)
Exhibit 10.1 to Form 8-K dated September 22, 1997
RENEGADE VENTURE (NEV.) CORPORATION
1997 COMPENSATORY STOCK OPTION PLAN
1. Purpose of this Plan.
This Compensatory Stock Option Plan ("Plan") is intended as an
employment incentive, to aid in attracting and retaining in the
employ or service of RENEGADE VENTURE (NEV.) CORPORATION
("Company"), a Nevada corporation, and any Affiliated Company,
persons of experience and ability and whose services are
considered valuable, to encourage the sense of proprietorship in
such persons, and to stimulate the active interest of such
persons in the development and success of the Company. This Plan
provides for the issuance of non-statutory stock options ("CSOs"
or "Options") which are not intended to qualify as "incentive
stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended ("Code"). Certain other terms
also are defined in Paragraph 17 and elsewhere of this Plan.
2. Administration of this Plan.
The Company's Board of Directors ("Board") may appoint and
maintain as administrator of this Plan the Compensation
Committee ("Committee") of the Board which shall consist of at
least two members of the Board who are Non-Employee Directors as
defined in Rule 16b-3 under the Securities Exchange Act of 1934,
as amended ("Exchange Act"). At any time that the Committee is
not duly constituted, the Board itself shall have and fulfill
the duties herein allocated to the Committee. The Committee
shall have full power and authority to designate Plan
participants, to determine the provisions and terms of
respective CSOs (which need not be identical as to number of
shares covered by any CSO, the method of exercise as related to
exercise in whole or in installments, or otherwise), including
the CSO price, and to interpret the provisions and supervise the
administration of this Plan. The Committee may in its discretion
provide that certain CSOs not vest (that is, become exercisable)
until expiration of a certain period after issuance or until
other conditions are satisfied, so long as not contrary to this
Plan.
A majority of the members of the Committee shall consititue a
quorum. All decisions and selections made by the Committee
pursuant to this Plan's provisions shall be made by a majority
of its members. Any decision reduced to writing and signed by
all of the members shall be fully effective as if it had been
made by a majority at a meeting duly held. The Committee shall
select one of its members as its chairman and shall hold its
meetings at such times and places as it deems advisable. Each
Option shall be evidenced by a written agreement containing
terms and conditions established by the Committee consistent
with the provisions of this Plan.
3. Designation of Participants.
Only Employees shall be eligible for participation in this
Plan. The Committee shall have full power to designate, from
among eligible individuals, the persons to whom CSOs may be
granted. A person who has been granted a CSO hereunder may be
granted an additional CSO or CSOs, if the Committee shall so
determine. Persons eligible under this Plan additionally may be
granted one or more options under any other compensation or
stock option plan or awarded shares under any other benefit plan
of the Company. No Option shall confer any right upon the
Optionee with respect to the continuation of his employment (or
his position as an officer, director, employee or consultant)
with the Company or any Affiliated Company, and shall not
interfere with the right of the Company or any Affiliated
Company to terminate such relationship(s) at any time in
accordance with law and any agreements then in force.
4. Stock Reserved for this Plan.
Subject to adjustment as provided in Paragraph 9 below, a total
of 2,000,000 shares of Common Stock of the Company ("Option
Stock" or "Option Shares") shall be subject to this Plan. The
Option Stock subject to this Plan shall consist of unissued
shares of Common Stock or previously issued shares of Common
Stock reacquired and held by the Company or any Affiliated
Company, and such number of Option Shares shall be and is hereby
reserved for sale for such purpose. Any Option Shares which may
remain unsold and which are not subject to outstanding CSOs at
the termination of this Plan shall cease to be reserved for the
purpose of this Plan, but until termination of this Plan the
Company shall at all times reserve a sufficient number of shares
to meet the requirements of this Plan. Should any CSO expire or
be cancelled prior to its exercise in full, the unexercised
Option Shares theretofore subject to such CSO may again be
subjected to a CSO under this Plan.
5. Option Exercise Price.
The purchase (exercise) price of each share of Option Stock
made subject to an Option shall not be less than eighty-five
percent (85%) of the Fair Market Value of a share of Common
Stock on the date the Option is granted. For purposes of this
Plan, the "Fair Market Value" of a share of the Company's
Common Stock as of a given date shall be: (i) the closing price
of a share of the Company's Common Stock on the principal
exchange, NASDAQ system, NASDAQ Small Cap Market, or other
quotation medium, on which shares of the Company's Common Stock
are then trading or quoted, or (ii) if the Company's Common
Stock is not publicly traded, the fair market value established
by the Committee acting in good faith. The cash proceeds from
the sale of Option Stock are to be added to the general funds of
the Company.
6. Exercise Period; Vesting. (a) An Option shall have a
term of not more than ten (10) years from the date of grant and
shall automatically terminate:
(i) Upon termination of the Optionee's employment with
the Company for cause;
(ii) At the expiration of a period to be determined by
the Committee at the time of grant which is not to exceed twelve
(12) months following the date of termination of the Optionee's
employment with the Company without cause for any reason other
than death; provided, that if no such period is specified in the
Option, the Option shall automatically terminate thirty (30)
days following termination of Optionee's employment; provided,
further, that if the Optionee dies within such period, subclause
(iii) below shall apply; or
(iii) At the expiration of twelve (12) months after
the date of death of the Optionee; provided, that the Committee
may in its discretion provide that any Option not be exercisable
after the Optionee's death or may be exercised for a period less
than twelve months.
(iv) Unless otherwise specified in the Option, if
termination is due to the Optionee's "permanent and total
disability" within the meaning of Section 422(c)(6) of the Code,
an Option may be exercised at any time within twelve (12) months
following termination of employment or relationship as a
consultant or director.
(b) "Employment with the Company" as used in this Plan shall
include employment or relationship as a consultant, adviser or
director with the Company or any Affiliated Company in any such
capacity, even if employment or engagement in another capacity
ceases. Options granted under this Plan shall not be affected by
an employee's transfer of employment among the Company and any
one or more Affiliated Companies. An Optionee's employment with
the Company shall not be deemed interrupted or terminated by a
bona fide leave of absence (such as sabbatical leave or
employment by the Government) duly approved, military leave or
sick leave.
(c) Each Option may be made exercisable (that is, vest) in
whole or in nstallments, cumulative or otherwise, during its
term, or subject to other restrictions or limitations. Unless
otherwise set forth in the granting resolution, an Option shall
vest immediately upon grant. If an Option is made to vest over
time, any portion not vested at the time of termination of
employment or relationship as a director or consultant with the
Company shall lapse as if never granted. Nothing contained in
this Section shall be construed to extend the term of any Option
or to permit anyone to exercise an Option after expiration of
its term, nor shall it be construed to increase the number of
shares as to which any Option is exercisable from the amount
exercisable on the date of termination of the Optionee's
employment or relationship as a consultant or director.
7. Exercise of Options.
(a) The Committee, in granting CSOs, shall have discretion to
determine the terms upon which CSOs shall be exercisable,
subject to applicable provisions of this Plan. Once available
for purchase, unpurchased Option Shares shall remain subject to
purchase until the CSO expires or terminates in accordance with
Paragraph 6 above. Unless otherwise provided in the CSO, a CSO
may be exercised in whole or in part, one or more times, but no
CSO may be exercised for a fractional share. Resulting fractions
shall be rounded up or down, as appropriate.
(b) CSOs may be exercised solely by the Optionee or a
permitted transferee during his lifetime or by a spouse or
former spouse pursuant to a qualified domestic relations order,
or if the Option permits, after his death (with respect to the
number of shares which the Optionee could have purchased at the
time of death) by the person or persons entitled thereto under
the decedent's will or the laws of descent and distribution.
(c) The purchase price of the Option Shares as to which a CSO
is exercised shall be paid or delivered in full at the time of
exercise and no Option Shares shall be issued until full payment
is made therefor. Payment shall be made by any one or more of
the following means:
(i) in cash, represented by bank or cashier's check, certified
check or money order, or made by bank wire transfer;
(ii) by offsetting against the purchase price a cash obligation
of the Company which is both liquidated (meaning the dollar
amount is fixed and known or easily determinable) and
uncontested;
(iii) with the prior approval of the Committee, by delivering
shares of the Company's Common Stock which have been
beneficially owned by the Optionee, the Optionee's spouse or
both of them, for a period of at least six (6) months prior to
the time of exercise (the "Delivered Stock"), the Delivered
Stock to be valued by the Committee in good faith at its Fair
Market Value on the date of exercise;
(iv) with the prior approval of the Committee, by delivery of
shares of corporate stock which are freely tradeable without
restriction and which are part of a class of securities which
has been listed for trading on the NASDAQ system, the NASDAQ
Small Cap Market or a national securities exchange, with an
aggregate Fair Market Value on the date of exercise equal to or
greater than the exercise price of the Option Shares being
purchased under the CSO ("Other Shares"); or
(v) with the prior approval of the Committee, by delivering to
the Company the Optionee's personal recourse promissory note,
adequately secured by property other than the Option Shares
thereby purchased, containing such terms and conditions as the
Committe shall determine.
(d) An Option shall be deemed exercised when written notice
thereof, accompanied by the appropriate payment in full, is
received by the Company. No holder of an Option shall be, or
have any of the rights and privileges of, a shareholder of the
Company in respect of any Option Shares purchasable upon
exercise of an Option unless and until certificates evidencing
such shares shall have been issued by the Company to him, her or
it.
(e) An Option may, but need not, provide that the Optionee may
at any time when and to the extent the Option is exercisable,
effect an Option Exchange, provided the then market price of the
Common Stock exceeds the Option's exercise price. To effect an
Option Exchange, the Optionee must surrender the Option at the
Company's principal offices stating the intent to effect the
Option Exchange and the number of Option Shares being exchanged,
and the Option Exchange shall be deemed to take place on the
date of the Company's receipt thereof or such later date as the
Optionee specifies in writing. In connection with any Option
Exchange, an Option shall represent the right to subscribe for
and acquire the number of Option Shares equal to [i] the number
of Option Shares specified by the Optionee in its notice of
exchange (the "Total Number") LESS [ii] the number of Option
Shares equal to the quotient obtained by dividing (A) the
product of the Total Number and the exercise price by (B) the
current Fair Market Value of a share of the Common Stock on the
date of exchange, or if such date is not a trading day, on the
trading day preceding. One or more certificates for the Option
Shares issuable and, if applicable, a new Option of like tenor
evidencing the balance of the Option Shares remaining subject to
the Option, shall be issued as of the exercise date.
8. Non-Transferability of Options.
No Option shall be assignable or otherwise transferable except
by will or by operation of law, pursuant to a qualified domestic
relations order (as defined in Rule 16b-3 of the Securities and
Exchange Commission, or any successor rule), or pursuant to
Title I of the Employee Retirement Income Security Act of 1974,
as amended (ERISA), or rules thereunder. No CSO shall be pledged
or hypothecated in any manner, whether by operation of law or
otherwise, nor be subject to execution, attachment or similar
process. The same restrictions on transfer or assignment shall
apply to any heirs, devisees, beneficiaries, legal
representatives or other persons acquiring this Option or an
interest herein under such an instrument or by operation of law.
Any attempt to transfer or otherwise dispose of an Option in
contravention of its terms shall void the Option.
9. Reorganizations and Recapitalizations of the Company.
(a) No Limit Imposed on Corporate Powers. The existence of
this Plan and Options granted hereunder shall not affect in any
way the right or power of the Company or its shareholders to
make or authorize any and all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures or other
indebtedness, or any preferred or prior preference stocks senior
to or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale, exchange
or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar
character or otherwise.
(b) Certain Adjustments to be Made. The Option Shares with
respect to which Options may be granted hereunder are shares of
the Common Stock of the Company as currently constituted. In
certain instances, the number of shares purchasable upon
exercise of Options and the exercise price shall be adjusted as
provided herein. All adjustments and made under this Section
shall be made by the Committee in good faith in its sole
discretion. Every adjustment in outstanding Options shall be
made without change in the total price applicable to the
unexercised portion of the Option but with a corresponding
adjustment in the exercise price per share and number (and if
applicable, kind) of shares purchasable.
(c) Stock Splits, Stock Combinations, Etc. If, and whenever,
prior to delivery by the Company of all of the Option Shares
which are subject to Options granted hereunder, the Company
shall effect a split or combination of the Common Stock or other
capital readjustment, the payment of a Common Stock dividend, or
recapitalization, reclassification or other increase or
reduction of the number of shares of the Common Stock
outstanding without receiving compensation therefor in money,
services or property, then the number of Option Shares available
under this Plan and the number of Option Shares with respect to
which Options granted hereunder may thereafter be exercised
shall (i) in the event of an increase in the number of
outstanding shares of Common Stock, be proportionately
increased, and the cash consideration payable per share shall be
proportionately reduced; and (ii) in the event of a reduction in
the number of outstanding shares of Common Stock, be
proportionately reduced, and the cash consideration payable per
share shall be proportionately increased.
(d) Certain Other Changes In the Common Stock. If the
outstanding Common Stock shall be hereafter increased or
decreased, or changed into or exchanged for a different number
or kind of shares or other securities of the Company or of
another corporation, by reason of reorganization, merger,
consolidation, share exchange or other business combination in
which the Company is the surviving parent corporation,
appropriate adjustment shall be made by the Committee in the
number and kind of shares for which Options may be granted under
the Plan. In addition, the Committee shall make appropriate
adjustment in the number and kind of shares as to which
outstanding and unexercised Options shall be exercisable, to the
end that the proportionate interest of the holder of the Option
shall, to the extent practicable, be maintained as before the
occurrence of such event.
(e) Certain Defined Reorganizations. For purposes of this
Section, the term "Reorganization" shall mean any
reorganization, merger, consolidation, share exchange, or other
business combination pursuant to which the Company is not the
surviving parent corporation after the effective date of the
Reorganization, or any sale or lease of all or substantially all
of the assets of the Company, and the term "Reorganization
Agreement" shall mean a plan or agreement with respect to a
Reorganization. Nothing herein shall require the Company to
adopt a Reorganization Agreement, or to make provision for the
adjustment, change, conversion, or exchange of any Options, or
the shares subject thereto, in any Reorganization Agreement
which it does adopt. In the event of a Reorganization (as
hereinafter defined), then,
(i) If there is no Reorganization Agreement, or if the
Reorganization Agreement does not specifically provide for the
adjustment, change, conversion, or exchange of the outstanding
and unexercised options for cash or other property or securities
of another corporation, then any outstanding and unexercised
options shall terminate as of a future date to be fixed by the
Committee; or,
(ii) If there is a Reorganization Agreement, and the
Reorganization Agreement specifically provides for the
adjustment, change, conversion, or exchange of the outstanding
and unexercised options for cash or other property or securities
of another corporation, the Committee shall adjust the shares
under such outstanding and unexercised options, and shall adjust
the shares remaining under the Plan which are then available for
the issuance of options under the Plan if the Reorganization
Agreement for the adjustment, change, conversion, or exchange of
such options and shares.
(iii) The Committee shall provide to each Optionee then
holding an outstanding and unexercised Option not less than
thirty (30) calendar Days' advance written notice of any date
fixed by the Committee pursuant to this Section 13 and of the
terms of any Reorganization Agreement providing for the
adjustment, change, conversion, or exchange of outstanding and
unexercised Options. Except as the Committee may otherwise
provide, each Optionee shall have the right during such period
to exercise his Option only to the extent that the Option was
exercisable on the date such notice was provided to the Optionee.
(f) Dissolution or Liquidation. In the event of the
dissolution or liquidation of the Company, any outstanding and
unexercised options shall terminate as of a future date to be
fixed by the Committee.
(g) No Adjustments to be Made. Except as expressly
provided above, the Company's issuance of shares of its capital
stock of any class, or securities convertible into shares of its
capital stock of any class, for cash or property, or for labor
or services, either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into or
exchangeable for shares of capital stock or other securities of
the Company, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of Option
Shares subject to CSOs granted hereunder or the purchase price
of such shares.
10. Purchase for Investment.
Unless the Option Shares covered by this Plan have been
registered under the Act prior to issuance, each person
exercising a CSO under this Plan may be required by the Company
to give a representation in writing that he is acquiring such
shares for his or her own account for investment and not with a
view to, or for sale in connection with, the distribution of any
part thereof.
11. Effective Date and Expiration of this Plan.
The effective date of this Plan is April 15, 1994, the date of
its adoption by the Board of Directors of the Company's
predecessor, RENEGADE VENTURE CORPORATION, a Colorado
corporation. The Company assumed this Plan pursuant to that
certain Merger Agreement dated September 18, 1997, between the
Company and RENEGADE VENTURE CORPORATION. The effective date of
the merger pursuant to the Agreement and Plan of Merger was
September 22, 1997. No Plan Shares may be issued after April
15, 2004.
12. Amendments or Termination.
The Committee or Board may amend, alter or discontinue this
Plan at any time in such respects as it shall deem advisable in
order to conform to any change in any other applicable law, or
in order to comply with the provisions of any rule or regulation
of the Securities and Exchange Commission required to exempt
this Plan or any CSOs granted thereunder from the operation of
Section 16(b) of the Exchange Act, or in any other respect not
inconsistent with Section 16(b) of the Exchange Act; provided,
that no amendment or alteration shall be made which would impair
the rights of any participant under any CSO theretofore granted,
without his consent (unless made solely to conform such CSO to,
and necessary because of, changes in the foregoing laws, rules
or regulations), and except that no amendment or alteration
shall be made without the approval of shareholders which would
increase the total number of shares reserved for the purposes of
this Plan (except as provided in Paragraph 9) or extend the
expiration date of this Plan as set forth in Paragraph 11.
13. Government Regulations.
This Plan, and the granting and exercise of CSOs hereunder, and
the obligation of the Company to sell and deliver Option Shares
under such CSOs, shall be subject to all applicable laws, rules
and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.
14. Liability.
No member of the Board of Directors or the Committee, nor any
officers, employees or agents of the Company or any Affiliated
Company shall be personally liable for any action, omission or
determination made in good faith in connection with this Plan.
15. Options in Substitution for Other Options.
The Committee may, in its sole discretion, at any time during
the term of this Plan, grant new options to an employee under
this Plan or any other stock option plan of the Company on the
condition that such employee shall surrender for cancellation
one or more outstanding options which represent the right to
purchase (after giving effect to any previous partial exercise
thereof) a number of shares, in relation to the number of shares
to be covered by the new conditional grant hereunder, determined
by the Committee. If the Committee shall have so determined to
grant such new options on such a conditional basis ("New
Conditional Options"), no such New Conditional Option shall
become exercisable in the absence of such employee's consent to
the condition and surrender and cancellation as appropriate.
New Conditional Options shall be treated in all respects under
this Plan as newly granted options. Options may be granted
under this Plan from time to time in substitution for similar
rights held by employees of other corporations who are about to
become employees of the Company or an Affiliated Company as a
result of a merger or consolidation of the employing corporation
with the Company or an Affiliated Company, or the acquisition by
the Company or an Affiliated Company of the assets of the
employing corporation, or the acquisition by the Company or an
Affiliated Company of stock of the employing corporation as the
result of which such other corporation becomes an Affiliated
Company.
16. Withholding Taxes.
Pursuant to applicable federal and state laws, the Company may
be required to collect withholding taxes upon the exercise of a
CSO. The Company may require, as a condition to the exercise of
a CSO, that the Optionee concurrently pay to the Company the
entire amount or a portion of any taxes which the Company is
required to withhold by reason of such exercise, in such amount
as the Committee or the Company in its discretion may determine.
In lieu of part or all of any such payment, the Optionee may
elect to have the Company withhold from the shares to be issued
upon exercise of the option that number of shares having a Fair
Market Value equal to the amount which the Company is required
to withhold.
17. Other Definitions.
Whenever used in this Plan, except where the context might
clearly indicate otherwise, the following terms shall have the
meanings set forth below:
a. "Act" means the U.S. Securities Act of 1933, as amended.
b. "Affiliated Company" means any Parent or Subsidiary of the
Company.
c. "Award" or "grant" means any grant of a CSO (Option) made
under this Plan.
d. "Board of Directors" means the Board of Directors of the
Company. The term "Committee" is defined in Section 2 of this
Plan.
e. "Common Stock" or "Common Shares" means the common stock,
$.001 par value per share, of the Company, or in the event that
the outstanding Common Shares are hereafter changed into or
exchanged for different shares or securities of the Company or
any other issuer, such other shares or securities.
f. "Date of Grant" means the day the Committee authorizes the
grant of a CSO or such later date as may be specified by the
Committee as the date a particular grant will become effective.
g. "Employee" means and includes the following persons: (i)
executive officers, officers and directors (including advisory
and other special directors) of the Company or an Affiliated
Company; (ii) full-time and part-time employees of the Company
or an Affiliated Company; (iii) persons engaged by the Company
or an Affiliated Company as a consultant, advisor or agent; and
(iv) a lawyer, law firm, accountant or accounting firm, or other
professional or professional firm engaged by the Company or an
Affiliated Company.
h. "Optionee" means an Employee to whom a CSO is granted.
i. "Parent" means any corporation owning 50% or more of the
total combined voting stock of all classes of the Company or of
another corporation qualifying as a Parent within this
definition.
j. "Subsidiary" means a corporation more than 50% of whose
total combined capital stock of all classes is held by the
Company or by another corporation qualifying as a Subsidiary
within this definition.
18. Litigation.
In the event that any Optionee or Optionee's successor should
bring any lawsuit or other action or proceeding ("Action")
against the Company or an Affiliated Company based upon or
arising in relation to an Option, an Optionee, or successor, as
the case may be, not prevailing in such Action shall be required
to reimburse the Company or Affiliated Company's costs and
expenses, including reasonable attorneys' fees, incurred in
defending such action and appealing any award by a lower court.
19. Governing Law.
The Plan and all rights and obligations under it shall be
construed and enforced in accordance with the laws of the State
of Nevada or subsequent state of domicile, should the Company's
domicile be changed.
* * *
By signature below, the undersigned officers of the Company
hereby certify that the foregoing is a true and correct copy of
the 1997 Compensatory Stock Option Plan of the Company.
DATED: September 22, 1997
RENEGADE VENTURE (NEV.) CORPORATION
(SEAL) /s/ Randy Sasaki
By...................................
Authorized Officer
/s/ Elisabeth Crosse
By....................................
Secretary or Assistant Secretary
RENEGADE VENTURE (NEV.) CORPORATION
CERTIFICATION OF PLAN ADOPTION
I, the undersigned Secretary or assistant secretary of this
Corporation, hereby certify that the foregoing Compensatory
Stock Option Plan of this corporation was duly approved by the
requisite number of holders of the issued and outstanding common
stock of this corporation as of the date below.
Date of Approval: September 18, 1997
/s/ Elisabeth Crosse
X...................................
Signature
(SEAL)
Exhibit 10.2 to Form 8-K dated September 22, 1997
RENEGADE VENTURE (NEV.) CORPORATION
1997 EMPLOYEE STOCK COMPENSATION PLAN
1. Purpose of the Plan.
This 1997 Employee Stock Compensation Plan ("Plan") is intended
to further the growth and advance the best interests of RENEGADE
VENTURE (NEV.) CORPORATION, a Nevada corporation (the
"Company"), and Affiliated Corporations, by supporting and
increasing the Company's ability to attract, retain and
compensate persons of experience and ability and whose services
are considered valuable, to encourage the sense of
proprietorship in such persons, and to stimulate the active
interest of such persons in the development and success of the
Company and Affiliate Corporations. This Plan provides for
stock compensation through the award of the Company's Common
Stock.
2. Definitions.
Whenever used in this Plan, except where the context might
clearly indicate otherwise, the following terms shall have the
meanings set forth in this section:
a. "Act" means the U.S. Securities Act of 1933, as amended.
b. "Affiliated Corporation" means any Parent or Subsidiary of
the Company.
c. "Award" or "grant" means any grant or sale of Common Stock
made under this Plan.
d. "Board of Directors" means the Board of Directors of the
Company. The term "Committee" is defined in Section 4 of this
Plan.
e. "Code" means the Internal Revenue Code of 1986, as amended.
f. "Common Stock" or "Common Shares" means the common stock,
$.001 par value per share, of the Company, or in the event that
the outstanding Common Shares are hereafter changed into or
exchanged for different shares or securities of the Company,
such other shares or securities.
g. "Date of Grant" means the day the Committee authorizes the
grant of Common Stock or such later date as may be specified by
the Committee as the date a particular award will become
effective.
h. "Employee" means and includes the following persons: (i)
executive officers, officers and directors (including advisory
and other special directors) of the Company or an Affiliated
Corporation; (ii) full-time and part-time employees of the
Company or an Affiliated Corporation; (iii) natural persons
engaged by the Company or an Affiliated Corporation as a
consultant, advisor or agent; and (iv) a lawyer, law firm,
accountant or accounting firm, or other professional or
professional firm engaged by the Company or an Affiliated
Corporation.
i. "Parent" means any corporation owning 50% or more of the
total combined voting stock of all classes of the Company or of
another corporation qualifying as a Parent within this
definition.
j. "Participant" means an Employee to whom an Award of Plan
Shares has been made.
k. "Plan Shares" means shares of Common Stock from time to
time subject to this Plan.
l. "Subsidiary" means a corporation more than 50% of whose
total combined capital stock of all classes is held by the
Company or by another corporation qualifying as a Subsidiary
within this definition.
3. Effective Date of the Plan.
The effective date of this Plan is April 15, 1994, the date of
its adoption by the Board of Directors of the Company's
predecessor, RENEGADE VENTURE CORPORATION, a Colorado
corporation. The Company assumed this Plan pursuant to that
certain Merger Agreement dated September 18, 1997, between the
Company and RENEGADE VENTURE CORPORATION. The effective date of
the merger pursuant to the Agreement and Plan of Merger was
September 22, 1997. No Plan Shares may be issued after April
15, 2004.
4. Administration of the Plan.
The Compensation Committee of the Board of Directors
("Committee"), and in default of the appointment or continued
existence of such Committee the Board of Directors, will be
responsible for the administration of this Plan, and will have
sole power to award Common Shares under this Plan. Subject to
the express provisions of this Plan, the Committee shall have
full authority and sole and absolute discretion to interpret
this Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all other determinations which it
believes to be necessary or advisable in administering this
Plan. The determination of those eligible to receive an award
of Plan Shares shall rest in the sole discretion of the
Committee, subject to the provisions of this Plan. Awards of
Plan Shares may be made as compensation for services rendered,
directly or in lieu of other compensation payable, as a bonus in
recognition of past service or performance or may be sold to an
Employee as herein provided. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in
this Plan in such manner and to such extent it shall deem
necessary to carry it into effect. Any decision made, or action
taken, by the Committee arising out of or in connection with the
interpretation and administration of this Plan shall be final
and conclusive.
5. Stock Subject to the Plan.
The maximum number of Plan Shares which may be awarded under
this Plan is 1,000,000 shares.
6. Persons Eligible to Receive Awards.
Awards may be granted only to Employees (as herein defined).
7. Grants or Awards of Plan Shares.
Except as otherwise provided herein, the Committee shall have
complete discretion to determine when and to which Employees
Plan Shares are to be granted, and the number of Plan Shares to
be awarded to each Employee. A grant to an Employee may be made
for cash, property, services rendered or other form of payment
constituting lawful consideration under applicable law; Plan
Shares awarded other than for services rendered shall be sold at
not less than the fair value thereof on the date of grant. No
grant will be made if, in the judgment of the Committee, such a
grant would constitute a public distribution with the meaning of
the Act or the rules and regulations promulgated thereunder.
8. Delivery of Stock Certificates.
As promptly as practicable after authorizing an award of Plan
Shares, the Company shall deliver to the person who is the
recipient of the award, a certificate or certificates registered
in that person's name, representing the number of Plan Shares
that were granted. Unless the Plan Shares have been registered
under the Act, each certificate evidencing Plan Shares shall
bear a legend to indicate that such shares represented by the
certificate were issued in a transaction which was not
registered under the Act, and may only be sold or transferred in
a transaction that is registered under the Act or is exempt from
the registration requirements of the Act. In the absence of
registration under the Act, any person awarded Plan Shares may
be required to execute and deliver to the Company an investment
letter, satisfactory in form and substance to the Company, prior
to issuance and delivery of the shares. An award may be made
under this Plan wherein the Plan Shares may be issued only after
registration under the Act.
9. Assignability.
An award of Plan Shares may not be assigned. Plan Shares, once
issued and delivered, may be transferred in accordance with
applicable law and any transfer restrictions imposed at the time
of award.
10. Employment not Conferred.
Nothing in this Plan or in the award of Plan Shares shall
confer upon any Employee the right to continue in the employ of
the Company or Affiliated Corporation nor shall it interfere
with or restrict in any way the lawful rights of the Company or
any Affiliated Corporation to discharge any Employee at any time
for any reason whatsoever, with or without cause.
11. Laws and Regulations.
The obligation of the Company to issue and deliver Plan Shares
following an award under this Plan shall be subject to the
condition that the Company be satisfied that the sale and
delivery thereof will not violate the Act or any other
applicable laws, rules or regulations.
12. Withholding of Taxes.
If subject to withholding tax, the Company or any Affiliated
Corporation may require that the Employee concurrently pay to
the Company the entire amount or a portion of any taxes which
the Company or Affiliated Corporation is required to withhold by
reason of granting Plan Shares, in such amount as the Company or
Affiliated Corporation in its discretion may determine. In lieu
of part or all of any such payment, the Employee may elect to
have the Company or Affiliated Corporation withhold from the
Plan Shares issued hereunder a sufficient number of shares to
satisfy withholding obligations. If the Company or Affiliated
Corporation becomes required to pay withholding taxes to any
federal, state or other taxing authority as a result of the
granting of Plan Shares, and the Employee fails to provide the
Company or Affiliated Corporation with the funds with which to
pay that withholding tax, the Company or Affiliated Corporation
may withhold up to 50% of each payment of salary or bonus to the
Employee (which will be in addition to any required or permitted
withholding), until the Company or Affiliated Corporation has
been reimbursed for the entire withholding tax it was required
to pay in respect of the award of Plan Shares.
13. Reservation of Shares.
The stock subject to this Plan shall, at all times, consist of
authorized but unissued Common Shares, or previously issued
shares of Common Stock reacquired or held by the Company or an
Affiliated Corporation equal to the maximum number of shares the
Company may be required to issue as stated in Section 5 of this
Plan, and such number of Common Shares hereby is reserved for
such purpose.
14. Amendment and Termination of the Plan.
The Committee may suspend or terminate this Plan at any time or
from time to time, but no such action shall adversely affect the
rights of a person granted an Award under this Plan prior to
that date. Otherwise, this Plan shall terminate on the earlier
of the terminal date stated in Section 3 of this Plan or the
date when all Plan Shares have been issued. The Committee shall
have absolute discretion to amend this Plan, subject only to
those limitations expressly set forth herein; however, the
Committee shall have no authority to extend the term of this
Plan, to increase the number of Plan Shares subject to award
under this Plan or to amend the definition of "Employee" herein.
15. Delivery of Plan.
A copy or synopsis (for which a prospectus registering Plan
Shares will serve) or description of this Plan shall be
delivered to every person to whom an award of Plan Shares is
made. The Secretary of the Company may, but is not required to,
also deliver a copy of the resolution or resolutions of the
Committee authorizing the award.
16. Liability.
No member of the Board of Directors, the Committee or any other
committee of directors, or officers, employees or agents of the
Company or any Affiliated Corporation shall be personally liable
for any action, omission or determination made in good faith in
connection with this Plan.
17. Miscellaneous Provisions.
The place of administration of this Plan shall be in the State
of Colorado (or subsequently, wherever the Company's principal
executive offices are located), and the validity, construction,
interpretation and effect of this Plan and of its rules,
regulations and rights relating to it, shall be determined
solely in accordance with the laws of the State of Nevada or
subsequent state of domicile of the Company. Without amending
this Plan, the Committee may issue Plan Shares to employees of
the Company who are foreign nationals or employed outside the
United States, or both, on such terms and conditions different
from those specified in this Plan but consistent with the
purpose of this Plan, as it deems necessary and desirable to
create equitable opportunities given differences in tax laws in
other countries. All expenses of administering this Plan and
issuing Plan Shares shall be borne by the Company.
18. Reorganizations and Recapitalizations of the Company.
(a) The shares of Common Stock subject to this Plan are shares
of the Common Stock of the Company as currently constituted. If,
and whenever, the Company shall effect a subdivision or
consolidation of shares or other capital readjustment, the
payment of a Common Stock dividend, a stock split, combination
of shares (reverse stock split) or recapitalization or other
increase or reduction of the number of shares of the Common
Stock outstanding without receiving compensation therefor in
money, services or property, then the number of shares of Common
Stock subject to this Plan shall (i) in the event of an increase
in the number of outstanding shares, be proportionately
increased; and (ii) in the event of a reduction in the number of
outstanding shares, be proportionately reduced.
(b) Except as expressly provided above, the Company's issuance
of shares of Common Stock of any class, or securities
convertible into shares of Common Stock of any class, for cash
or property, or for labor or services, either upon direct sale
or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the
Company convertible into or exchangeable for shares of Common
Stock or other securities, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number of
shares of Common Stock subject to this Plan.
By signature below, the undersigned officers of the Company
hereby certify that the foregoing is a true and correct copy of
the 1997 Employee Stock Compensation Plan of the Company.
DATED: September 22, 1997
RENEGADE VENTURE (NEV.) CORPORATION
/s/ Randy Sasaki
(SEAL)
By......................................
Authorized Officer
/s/ Elisabeth Crosse
By...................................
Secretary or Assistant Secretary
RENEGADE VENTURE (NEV.) CORPORATION
CERTIFICATION OF PLAN ADOPTION
I, the undersigned Secretary or assistant secretary of this
Corporation, hereby certify that the foregoing Employee Stock
Compensation Plan of this corporation was duly approved by the
requisite number of holders of the issued and outstanding common
stock of this corporation as of the date below.
Date of Approval: September 18, 1997
/s/ Elisabeth Crosse
X....................................
Signature
(SEAL)