EXHIBIT 3(ii)
BYLAWS
of
FUTURA CC, INC.,
A Nevada Corporation
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL EXECUTIVE OFFICE
The location of the principal executive office of the corporation shall be
fixed by the board of directors. It may be located at any place within or
outside the State of Nevada. The secretary of this corporation shall keep the
originaL or a copy of these bylaws, as amended to date, at the principal
executive office of the corporation if this office is located in Nevada. If this
office is located outside Nevada, the bylaws shall be kept at the principal
business office of the corporation wherever located. The officers of this
corporation shall cause the corporation to file an annual statement with the
Secretary of State of Nevada as required by NRS 78.150 of the State of Nevada
specifying the Street address of the corporation's principal executive office as
well as officers and directors as required by law.
SECTION 2. OTHER OFFICES
The corporation may also have offices at such other places as the board of
directors may from time to time designate, or as the business of the corporation
may require.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS
All meetings of the shareholders shall be held at the principal executive
office of the corporation or at such other place as may be determined by the
board of directors.
SECTION 2. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held each year on August
12, at which time the shareholders shall elect a board of directors and transact
any other proper business. If this date falls on a legal holiday, then the
meeting shall be held on the following business day at the same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the board of
directors, the chairperson of the board of directors, the president, or by one
or more shareholders holding at least 10 percent of the voting power of the
corporation.
SECTION 4. NOTICES OF MEETINGS
Notices of meetings, annual or special, shall be given in writing to
shareholders entitled to vote at the meeting by the secretary or an assistant
secretary or, if there be no such officer, or in the case of his or her neglect
or refusal, by an)' director or shareholder
Such notices shall be given either personally or by first-class mail or
other means of written communication, addressed to the shareholder at the
address of such shareholder appearing on the stock transfer books of the
corporation or given by the shareholder to the corporation for the purpose of
notice. Notice shall be given not less than ten (10) nor more than sixty (60)
days before the date of the meeting.
Such notice shall state the place, date, and hour of the meeting and (1) in
the case of a special meeting, the general nature of the business to be
transacted, and that no other business may be transacted, or (2) in the case of
an annual meeting, those matters which the board at the time of the mailing of
the notice, intends to present for action by the shareholders, but, subject to
the provisions of Section 6 of this Article, any proper matter may be presented
at the annual meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of the nominees which, at
the time of the notice, the board of directors intends to present for election.
Notice of any adjourned meeting need not be given unless a meeting is adjourned
for forty-five (45) days or more from the date set for the original meeting.
SECTION 5. WAIVER OF NOTICE
The transactions of any meeting of shareholders, however called and
noticed, and wherever held, are as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present, whether in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, not present in person or by proxy, signs a written waiver of notice or
a consent to the holding of the meeting or an approval of the minutes thereof.
All such waivers or consents shall be filed with the corporate records or made
part of the minutes of the meeting. Neither the business to be transacted at the
meeting, nor the purpose of any annual or special meeting of shareholders need
be specified in any written waiver of notice, except as provided in Section 6 of
this Article.
SECTION 6. SPECIAL NOTICE AND WAIVER OF NOTICE REQUIREMENTS
Except as provided below, any shareholder approval at a meeting, with
respect to the following proposals, shall be valid only if the general nature of
the proposal so approved was stated in the notice of meeting, or in any written
waiver of notice:
a. Approval of a contract or other transaction between the corporation and
one or more of its directors or between the corporation and any corporation,
firm, or association in which one or more of the directors has a material
financial interest, pursuant to Nevada law;
b. Amendment of the Articles of Incorporation after any shares have been
issued pursuant to Nevada law;
c. Approval of the principal terms of a reorganization pursuant to Nevada
law;
d. Election to voluntarily wind up and dissolve the corporation pursuant to
Nevada law;
e. Approval of a plan of distribution of shares as part of the winding up
of the corporation pursuant to Nevada law.
Approval of the above proposals at a meeting shall be valid with or without
such notice, if it is by the unanimous approval of those entitled to vote at the
meeting.
SECTION 7. ACTION WITHOUT MEETING
Any action that may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent, in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.
Unless the consents of all shareholders entitled to vote have been
solicited in writing, notice of any shareholders' approval; with respect to any
one of the following proposals, without a meeting, by less than unanimous
written consent shall be given at least ten (10) days before the consummation of
the action authorized by such approval:
a. Approval of a contract or other transaction between the corporation and
one or more of its directors or another corporation, firm or association In
which one or more of its directors has a material financial interest, pursuant
to Nevada law;
b. To indemnify an agent of the corporation pursuant to Nevada law;
c. To approve the principal terms of a reorganization, pursuant to Nevada
law; or
d. Approval, of a plan of distribution as part of the winding up of the
corporation pursuant to Nevada law.
Prompt notice shall be given of the taking of any other corporate action
approved by shareholders without a meeting by less than a unanimous written
consent to those shareholders entitled to vote who have not consented in
writing.
Notwithstanding any of the foregoing provisions of this section, and except
as provided in Article III Section 4 of these bylaws, directors may not be
elected by written consent except by the unanimous written consent of all shares
entitled to vote for the election of directors.
A written consent may be revoked by a writing received by the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the secretary of the
corporation, but may not be revoked thereafter, Such revocation is effective
upon its receipt by the secretary of the corporation.
SECTION 8. QUORUM AND SHAREHOLDER ACTION
A majority of the shares entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is
present, the affirmative vote of the majority of shareholders represented at the
meeting and entitled to vote on any matter shall be the act of the shareholders,
unless the vote of a greater number is required by law and except as provided in
the following paragraphs of this section.
The shareholders present at a duly called or held meeting at which a quorum
is present may continue to transact business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum, if any action
is approved by at least a majority of the shares required to constitute a
quorum.
In the absence of a quorum, any meeting of shareholders may be adjourned
from time to time by the vote of a majority of the shares represented either in
person or by proxy, but no other business may be transacted except as provided
in the foregoing provisions of this section.
SECTION 9. VOTING
Only shareholders of record on the record date fixed for voting purposes by
the board of directors pursuant to Article VIII, Section 3 of these bylaws, or,
if there be no such date fixed, on the record dates given below, shall be
entitled to vote at a meeting.
If no record date is fixed:
a. The record date for determining shareholders entitled to notice of, or
to vote, at a meeting of shareholders, shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the business day next preceding the day on
which the meeting is held.
b. The record date for determining the shareholders entitled to give
consent to corporate actions in writing without a meeting, when no prior action
by the board is necessary, shall be the day on which the first written consent
is given.
c. The record date for determining shareholders for any other purpose shall
be at the close of business on the day on which the board adopts the resolution
relating thereto, or the 60th day prior to the date of such other action,
whichever is later.
Every shareholder entitled to vote shall be entitled to one vote for each
share held, except as otherwise provided by law, by the Articles of
Incorporation or by other provisions of these bylaws. Except with respect to
ejections of directors, any shareholder entitled to vote may vote part of his or
her shares in favor of a proposal and refrain from voting the remaining shares
or vote them against the proposal. If a shareholder fails to specify the number
of shares he or she is affirmatively voting, it will be conclusively presumed
that the shareholder's approving vote is with respect to all shares the
shareholder is entitled to vote.
At each election of directors, shareholders shall not be entitled to
cumulate votes unless the candidates' names have been placed in nomination
before the commencement of the voting and a shareholder has given notice at the
meeting, and before the voting has begun, of his or her intention to cumulate
votes. If any shareholder has given such notice, then all shareholders entitled
to vote may cumulate their votes by giving one candidate a number of votes equal
to the number of directors to be elected multiplied by the number of his or her
shares or by distributing such votes on the same principle among any number of
candidates as he or she thinks fit. The candidates receiving the highest number
of votes, up to the number of directors to be elected, shall be elected. Votes
cast against a candidate or which are withheld shall have no effect. Upon the
demand of any shareholder made before the voting begins, the election of
directors shall be by ballot rather than by voice vote.
SECTION 10. PROXIES
Every person entitled to vote shares may authorize another person or
persons to act by proxy with respect to such shares by filing a proxy with the
secretary of the corporation. For purposes of these bylaws, a "proxy" means a
written authorization signed or an electronic transmission authorized by a
shareholder or the shareholder's attorney in fact giving another person or
persons power to vote with respect to the shares of the shareholder. "Signed"
for the purpose of these bylaws means the placing of the shareholder's name or
other authorization on the proxy (whether by manual signature, typewriting,
telegraphic, or electronic transmission or otherwise) by the shareholder or the
shareholder's attorney in fact A proxy may be transmitted by an oral telephonic
transmission if it is submitted with information from which it may be determined
that the proxy was authorized by the shareholder, or his or her attorney in
fact.
A proxy shall not be valid after the expiration of eleven (11) months from
the date thereof unless otherwise provided in the proxy. Every proxy shall
continue in full force and effect until revoked by the person executing it prior
to the vote pursuant thereto, except as otherwise provided by Nevada law.
ARTICLE III
DIRECTORS
SECTION 1. POWERS
Subject to any limitations in the Articles of Incorporation and to the
provisions of Nevada law, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by, or under the direction
of, the board of directors.
SECTION 2. NUMBER
The authorized number of directors shall be five.
After issuance of shares, this bylaw may only be amended by approval of a
majority of the outstanding shares entitled to vote; provided, moreover, that a
bylaw reducing the fixed number of directors to a number less than five (5)
cannot be adopted unless in accordance with the additional requirements of
Article IX of these bylaws.
SECTION 3. ELECTION AND TENURE OF OFFICE
The directors shall be elected at the annual meeting of the shareholders
and hold office until the next annual meeting and until their successors have
been elected and qualified.
SECTION 4. VACANCIES
A vacancy on the board of directors shall exist in the case of death,
resignation, or removal of any director or in case the authorized number of
directors is increased, or in case the shareholders fail to elect the full
authorized number of directors at any annual or special meeting of the
shareholders at which any director is elected. The board of directors may
declare vacant the office of a director who has been declared of unsound mind by
an order of court or who has been convicted of a felony.
Except for a vacancy created by the removal of a director, vacancies on the
board of directors may be filled by approval of the board or, if the number of
directors then in office is less than a quorum, by (1) the unanimous written
consent of the directors then in office, (2) the affirmative vote of a majority
of the directors then in office at a meeting held pursuant to notice or waivers
of notice complying with this Article of these bylaws, or (3) a sole remaining
director. Vacancies occurring on the board by reason of the removal of directors
may be filled only by approval of the shareholders. Each director so elected
shall hold office until the next annual meeting of the shareholders and until
his or her successor has been elected and qualified.
The shareholders may elect a director at any time to fill a vacancy not
filled by the directors. Any such election by written consent other than to fill
a vacancy created by the removal of a director requires the consent of a
majority of the outstanding shares entitled to vote.
Any director may resign effective upon giving written notice to the
chairperson of the board of directors, the president, the secretary or to the
board of directors unless the notice specifies a later time for the
effectiveness of the resignation. If the resignation is effective at a later
time, a successor may be elected to take office when the resignation becomes
effective. My reduction of the authorized number of directors does not remove
any director prior to the expiration of such director's term in office.
SECTION 5. REMOVAL
Any or all of the directors may be removed without cause if the removal is
approved by a majority of the outstanding shares entitled to vote, subject to
the provisions of Nevada law. Except as provided by this Section or Nevada law,
a director may not be removed prior to the expiration of the directors term of
office.
The Superior Court of the proper county may, on the suit of shareholders
holding at least 10 percent of the number of outstanding shares of any class,
remove from office any director in case of fraudulent or dishonest acts or gross
abuse of authority or discretion with reference to the corporation and may bar
from re-election any director so removed for a period prescribed by the court.
The corporation shall be made a party to such action.
SECTION 6. PLACE OF MEETINGS
Meetings of the board of directors shall be held at any place, within or
without the State of Nevada, which has been designated in the notice of the
meeting or, if not stated in the notice or if there is no notice, at the
principal executive office of the corporation or as may be designated from time
to time by resolution of the board of directors. Meetings of the board may be
held through use of conference telephone or similar communications equipment, as
long as all directors participating in the meeting can hear one another.
SECTION 7. ANNUAL, REGULAR AND SPECIAL DIRECTORS MEETINGS
An annual meeting of the board of directors shall be held without notice
immediately after and at the same place as the annual meeting of the
shareholders.
Other regular meetings of the board of directors shall be held at such
times and places as may be fixed from time to time by the board of directors.
Call and notice of these regular meetings shall not be required.
Special meetings of the board of directors may be called by the chairperson
of the board, the president, vice president, secretary, or any two directors.
Special meetings of the board of directors shall be held upon four (4) days'
notice by mail, or forty-eight (48) hours' notice delivered personally or by
telephone or telegraph. A notice or waiver of notice need not specify the
purpose of any special meeting of the board of directors.
If any meeting is adjourned for more than 24 hours, notice of the
adjournment to another time or place shall be given before the time of the
resumed meeting to all directors who were not present at the time of adjournment
of the original meeting.
SECTION 8. QUORUM AND BOARD ACTION
A quorum for all meetings of the board of directors shall consist of five
of the authorized number of directors until changed by amendment to this article
of these bylaws.
Every act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present is the act of the board,
subject to the provisions of Nevada law. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for such meeting.
A majority of the directors present at a meeting may adjourn any meeting to
another time and place, whether or not a quorum is present at the meeting.
SECTION 9. WAIVER OF NOTICE
The transactions of any meeting of the board, however called and noticed or
wherever held, are as valid as though undertaken at a meeting duly held after
regular call and notice if a quorum is present and if, either before or after
the meeting, each of the directors not present signs a written waiver of notice,
a consent to holding the meeting, or an approval of the minutes thereof. All
such waivers, consents, and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting. Waivers of notice or consents need
not specify the purpose of the meeting.
SECTION 10. ACTION WITHOUT MEETING
Any action required or permitted to be taken by the board may be taken
without a meeting, if all members of the board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the board. Such action by
written consent shall have the same force and effect as a unanimous vote of the
directors.
SECTION II. COMPENSATION
No salary shall be paid directors, as such, for their services but, by
resolution, the board of directors may allow a reasonable fixed sum and expenses
to be paid for attendance at regular or special meetings. Nothing contained
herein shall prevent a director from serving the corporation in any other
capacity and receiving compensation therefor, Members of special or standing
committees may be allowed like compensation for attendance at meetings.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS
The officers of the corporation shall be a president, a vice president, a
secretary, and a treasurer who shall be the chief financial officer of the
corporation. The corporation also may have such other officers with such titles
and duties as shall be determined by the board of directors. Any number of
offices may be held by the same person.
SECTION 2. ELECTION
All officers of the corporation shall be chosen by, and serve at the
pleasure of, the board of directors.
SECTION 3. REMOVAL AND RESIGNATION
An officer may be removed at any time, either with or without cause, by the
board. An officer may resign at any time upon written notice to the corporation
given to the board, the president, or the secretary of the corporation. Any such
resignation shall take effect at the date of receipt of such notice or at any
other time specified therein. The removal or resignation of an officer shall be
without prejudice to the rights, if any, of the officer or the corporation under
any contract of employment to which the officer is a party.
SECTION 4. PRESIDENT
The president shall be the chief executive officer and general manager of
the corporation and shall, subject to the direction and control of the board of
directors, have general supervision, direction, and control of the business and
affairs of the corporation. He or she shall preside at all meetings of the
shareholders and directors and be an ex-officio member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
president of a corporation and shall have such other powers and duties as may
from time to time be prescribed by the board of directors or these bylaws.
SECTION 5. VICE PRESIDENT
In the absence or disability of the president, the vice presidents, in
order of their rank as fixed by the board of directors (or if not ranked, the
vice president designated by the board) shall perform all the duties of the
president and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the president. Each vice president shall have such
other powers and perform such other duties as may from time to time be
prescribed by the board of directors or these bylaws.
SECTION 6. SECRETARY
The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation, a book of minutes of all meetings of directors and
shareholders. The minutes shall state the time and place of holding of all
meetings; whether regular or special, arid if special, how called or authorized;
the notice thereof given or the waivers of notice received; the names of those
present at directors' meetings; the number of shares present or represented at
shareholders' meetings; and an account of the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation, or at the office of the corporation's transfer agent,
a share register, showing the names of the shareholders and their addresses, the
number and classes of shares held by each, the number and date of certificates
issued for shares, and the number and date of cancellation of every certificate
surrendered for cancellation.
The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation, the original or a copy of the bylaws of the
corporation, as amended or otherwise altered to date, certified by him or her.
The secretary shall give, or cause to be given, notice of all meetings of
shareholders and directors required to be given by law or by the provisions of
these bylaws.
The secretary shall have charge of the seal of the corporation and have
such other powers and perform such other duties as may from time to time be
prescribed by the board or these bylaws.
In the absence or disability of the secretary, the assistant secretaries if
any, in order of their rank as fixed by the board of directors (or if not
ranked, the assistant secretary designated by the board of directors), shall
have all the powers of, and be subject to all the restrictions upon, the
secretary. The assistant secretaries, if any, shall have such other powers and
perform such other duties as may from time to time be prescribed by the board of
directors or these bylaws.
SECTION 7. TREASURER
The treasurer shall be the chief financial officer of the corporation and
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation.
The treasurer shall deposit monies and other valuables in the name and to
the credit of the corporation with such depositories as may be designated by the
board of directors. He or she shall disburse the funds of the corporation in
payment of the just demands against the corporation as authorized by the board
of directors; shall render to the president and directors, whenever they request
it, an account of all his or her transactions as treasurer and of the financial
condition of the corporation; and shall have such other powers and perform such
other duties as may from time to time be prescribed by the board of directors or
the bylaws.
In the absence or disability of the treasurer, the assistant treasurers, if
any, in order of their rank as fixed by the board of directors (or if not
ranked, the assistant treasurer designated by the board of directors), shall
perform all the duties of the treasurer and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the treasurer. The
assistant treasurers) if any, shall have such other powers and perform such
other duties as may from time to time be prescribed by the board of directors or
these bylaws.
SECTION 8. COMPENSATION
The officers of this corporation shall receive such compensation for their
services as may be fixed by resolution of the board of directors.
ARTICLE V
EXECUTIVE COMMITTEES
SECTION 1
The board may, by resolution adopted by a majority of the authorized number
of directors, designate one or more committees, each consisting of two or more
directors, to serve at the pleasure of the board. Any such committee, to the
extent provided in the resolution of the board, shall have all the authority of
the board, except with respect to:
a. The approval of any action for which the approval of the shareholders or
approval of the outstanding shares is also required.
b. The filling of vacancies on the board or in any committee.
c. The fixing of compensation of the directors for serving on the board or
on any committee.
d. The amendment or repeal of bylaws or the adoption of new bylaws.
e. The amendment or repeal of any resolution of the board which by its
express terms is not so amendable or repealable.
f. A distribution to the shareholders of the corporation, except at a rate
or in a periodic amount or within a price range determined by the board.
g. The appointment of other committees of the board or the members thereof
ARTICLE VI
CORPORATE RECORDS AND REPORTS
SECTION 1. INSPECTION BY SHAREHOLDERS
The share register shall be open to inspection and copying by any
shareholder or holder of a voting trust certificate at any time during usual
business hours upon written demand on the corporation, for a purpose reasonably
related to such holder's interest as a shareholder or holder of a voting trust
certificate. Such inspection and copying under this section may be made in
person or by agent or attorney.
The accounting books and records of the corporation and the minutes of
proceedings of the shareholders and the board and committees of the board shall
be open to inspection upon the written demand of the corporation by any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours, for any proper purpose reasonably related to such
holder's interests as a shareholder or as the holder of such voting trust
certificate. Such inspection by a shareholder or holder of voting trust
certificate may be made in person or by agent or attorney, and the right of
inspection includes the right to copy and make extracts.
Shareholders shall also have the right to inspect the original or copy of
these bylaws, as amended to date and kept at the corporation's principal
executive office, at all reasonable times during business hours.
SECTION 2. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records, and documents of every kind and to inspect
the physical properties of the corporation, domestic or foreign. Such inspection
by a director may be made in person or by agent or attorney. The right of
inspection includes the right to copy and make extracts.
SECTION 3. RIGHT TO INSPECT WRITTEN RECORDS
If any record subject to inspection pursuant to this chapter is not
maintained in written form, a request for inspection is not complied with unless
and until the corporation at its expense makes such record available in written
form.
SECTION 4. WAIVER OF ANNUAL REPORT
My annual report to shareholders required by Nevada law, is hereby
expressly waived, as long as this corporation has less than 100 holders of
record of its shares. This waiver shall be subject to any provision of Nevada
law allowing shareholders to request the corporation to furnish financial
statements.
SECTION 5. CONTRACTS, ETC
The board of directors, except as otherwise provided in the bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name and on behalf of the corporation. Such
authority may be general or confined to specific instances, Unless so authorized
by the board of directors, no officer, agent; or employee shall have any power
or authority to bind the corporation by any contract, or to pledge its credit,
or to render it liable for any purpose or to any amount.
ARTICLE VII
INDEMNIFICATION ANT) INSURANCE OF CORPORATE AGENTS
SECTION 1. INDEMNIFICATION
The directors and officers of the corporation shall be indemnified by the
corporation to the fullest extent not prohibited by Nevada law.
SECTION 2. INSURANCE
The corporation shall have the power to purchase and maintain insurance on
behalf of any agent against any liability asserted against or incurred by the
agent in such capacity or arising out of the agent's status as such, whether or
not the corporation would have the power to indemnify the agent against such
liability under the provisions of Nevada law.
ARTICLE VIII
SHARES
SECTION 1. CERTIFICATES
The corporation shall issue certificates for its shares when fully paid.
Certificates of stock shall be issued in numerical order, and shall state the
name of the recordholder of the shares represented thereby; the number,
designation, if any, and the class or series of shares represented thereby; and
contain any statement or summary required by any applicable provision of Nevada
law.
Every certificate for shares shall be signed in the name of the corporation
by 1) the chairperson or vice chairperson of the board or the president or a
vice president and 2) by the treasurer or the secretary or an assistant
secretary.
SECTION 2. TRANSFER OF SHARES
Upon surrender to the secretary or transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, it shall be the duty of the
secretary of the corporation to issue a new certificate to the person entitled
thereto, to cancel the old certificate, and to record the transaction upon the
share register of the corporation.
SECTION 3. RECORD DATE
The board of directors may fix a time in the future as a record date for
the determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive payment of any dividend or
distribution, or any allotment of rights, or to exercise rights in respect to
any other lawful action. The record date so fixed shall not be more than sixty
(60) days nor less than ten (10) days prior to the date of the meeting nor more
than sixty (60) days prior to any other action. When a record date is so fixed,
only shareholders of record on that date are entitled to notice of and to vote
at the meeting or to receive the dividend, distribution, or allotment of rights,
or to exercise the rights as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after the record date.
ARTICLE IX
AMENDMENT OF BYLAWS
SECTION 1. BY SHAREHOLDERS
Bylaws may be adopted, amended or repealed by the affirmative vote or by
the written consent of holders of a majority of the outstanding shares of the
corporation entitled to vote. However, a bylaw amendment which reduces the fixed
number of directors to a number less than five (5) shall not be effective if the
votes cast against the amendment or the shares not consenting to its adoption
are equal to more than 16-2/3 percent of the outstanding shares entitled to
vote.
SECTION 2. BY DIRECTORS
Subject to the right of shareholders to adopt, amend or repeal bylaws, the
directors may adopt, amend or repeal any bylaw, except that a bylaw amendment
changing the authorized number of directors may be adopted by the board of
directors only if prior to the issuance of shares.
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of the
Bylaws of the corporation named in the title thereto and that such Bylaws were
duly adopted by the board of directors of the corporation on the date set forth
below.
Dated: July 12, 2000
/s/ MICHAEL A. CARDENAS
- --------------------------
MICHAEL A. CARDENAS Secretary
FUTURA CC, INC
SB-1 REGISTRATION
Item 28:
Undertakings.
There are no undertakings as this registrant is not offering securities under
Rule 415 of the Securities Act.
SIGNATURES
In accordance with the requirements of the Securities Act of 193 the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements of filing on Form 582 and authorized this registration statement
to be s on Its behalf by the undersigned, in the City of Opatija, Republic of
Croatia on 26/6/01.
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Future CC, Inc.
/s/ Bozidar Vukasovic
- -----------------------------
By: Bozidar Vukasovic
President and Director
- --------------------------------------------------------------------------------
In accordance with the requirements of the Securities Act of 19 33 this
registration statement was signed by the following person In the capacities and
on the dates stated:
/s/ Bozidar Vukasovic
- -----------------------------
By: Bozidar Vukasovic
President and Director
Dated: 26/6/01
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the Sherman Oaks,
State of California on June 26, 2001.
Futura CC, Inc.
/s/ Michael A Cardenas
- -------------------------
By: Michael A Cardenas
Secretary and Director
- --------------------------------------------------------------------------------
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
on the dates stated:
/s/ Michael A Cardenas
- -------------------------
By: Michael A Cardenas
Secretary and Director
Dated: 6/26 , 2001
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the Sherman Oaks,
State of California on June 26, 2001.
Futura CC, Inc.
/s/ Moshe Leichner
- --------------------
By: Moshe Leichner
Treasurer and Director
- --------------------------------------------------------------------------------
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
on the dates stated:
/s/ Moshe Leichner
- --------------------
By: Moshe Leichner
Treasurer and Director
Dated: June 26 , 2001
-------------
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the Sherman Oaks,
State of California on June 26, 2001.
Futura CC, Inc.
/s/ Zvi Leichner
- --------------------
By: Zvi Leichner
Director
- --------------------------------------------------------------------------------
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
on the dates stated:
/s/ Zvi Leichner
- --------------------
By: Zvi Leichner
Director
Dated: 6-26 , 2001
--------
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Tel
Aviv, State of Israel on Oct/31/ , 2000.
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Futura CC, Inc.
/s/ Shabtay Israel
- --------------------
By: Shabtay Israel
Vice President - Croatian Operations and Director
- --------------------------------------------------------------------------------
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
on the dates stated:
/s/ Shabtay Israel
- --------------------
By: Shabtay Israel
Vice President - Croatian Operations and Director
Dated: Oct/31/ , 2000
-----------