U.S. WIRELESS DATA, INC.
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
FIRST: That the name of the Corporation is U.S. Wireless Data, Inc.
SECOND: That the text of the Articles of Amendment to the Articles of
Incorporation of the Corporation determining the designations, preferences,
limitations and relative rights of the Series C Preferred Stock is set forth on
Exhibit 1 attached hereto and incorporate herein by reference.
THIRD: That the Amendment was adopted on March 9, 2000.
FOURTH: That the Amendment was duly adopted by the Board of Directors of
the Corporation.
IN WITNESS WHEREOF, U.S. Wireless Data, Inc. has caused these Articles of
Amendment to be duly executed this 9th day of March, 2000.
U.S. Wireless Data, Inc.
By: /s/ Charesls I. Leone
---------------------------------------
Name: Charles I. Leone
Title: Chief Financial Officer, Chief
Operating Officer and Secretary
ATTEST:
/s/ Dean M. Leavitt
- --------------------------------
Name: Dean M. Leavitt
Title: Chief Executive Officer
EXHIBIT 1
DESIGNATION OF
SERIES C CONVERTIBLE PREFERRED STOCK
OF U.S. WIRELESS DATA, INC.
U.S. Wireless Data, Inc., a Colorado corporation (the "Corporation"),
hereby designates the preferences, limitations and relative rights of its Series
C Convertible Preferred Stock.
1. Designation.
Six Million Five Hundred Thousand (6,500,000) shares of the Corporation's
15,000,000 total authorized shares of no par value preferred stock are hereby
designated as Series C Convertible Preferred Stock (hereinafter referred to as
the "Series C Preferred Stock").
2. Stated Value.
The Series C Preferred Stock shall have a stated value of one cent ($0.01)
per share.
3. Voting Rights.
3.1 Except as otherwise provided below or as required by law, the holders
of Series C Preferred Stock will be entitled to notice of any meeting of
shareholders of the Corporation or any action to be taken by shareholders
without a meeting, and shall be entitled to one vote per share of Common Stock
issuable upon conversion of the Series C Preferred Stock as of the record date
for any such vote on all matters submitted to a vote of stockholders of the
Company, and the holders of Series C Preferred Stock will vote as a single class
with the holders of Common Stock on all matters, except as otherwise required
under applicable law.
3.2 Except as otherwise required by law or provided by the Articles of
Incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, will constitute a quorum at a meeting of shareholders; provided,
that, for action upon any matter as to which holders of shares are entitled to
vote as a class, a majority of the shares of such class, represented in person
or by proxy, will constitute a quorum.
3.3 The holders of the Series C Preferred Stock will be entitled, voting as
a separate class, to elect two directors and the holders of Common Stock will be
entitled to elect the balance of the directors.
3.4 Any director elected solely by the holders of the Series C Preferred
Stock or of the Common Stock, as the case may be, may be removed, either with or
without cause, by, and only by, the affirmative vote of the holders of a
majority of a quorum of the shares of the Series C Preferred Stock or a majority
of a quorum of the shares of the Common Stock, as the case may be, either at a
special meeting of such shareholders duly called for that purpose or pursuant to
a written consent of shareholders, and any vacancy thereby created or otherwise
resulting may be filled by, and only by, the holders of the Series C Preferred
Stock or the Common Stock, as the case may be.
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4. Dividends. If any dividend is declared on the Common Stock, the holders of
the Series C Preferred Stock will be entitled to receive dividends pari passu
out of legally available funds as if each such share of Series C Preferred Stock
had been converted to Common Stock. No dividend shall be paid on the Common
Stock at a rate greater than the rate at which dividends are paid on the Series
C Preferred Stock (based on the number of shares of Common Stock into which the
Series C Preferred Stock is convertible on the date the dividend is declared).
Dividends on the Series C Preferred Stock will be noncumulative.
5. Liquidation Preference.
5.1 In the event of the liquidation, dissolution or winding up of the
Corporation, either voluntary or involuntary, the holders of the Series C
Preferred Stock will be entitled to receive out of the assets of the
Corporation, for each share of Series C Preferred Stock then held by them,
first, prior and in preference to any distribution to the holders of the Common
Stock or any subsequently issued series of preferred stock, an amount equal to
$10.00 per share plus any accrued and unpaid dividends ("Liquidation Value," as
appropriately adjusted for stock splits and combinations). If upon the
occurrence of such event, the assets and funds available for distribution among
the holders of the Preferred Stock are insufficient to permit the payment to
such holders of the full preferential amount provided above, then the entire
assets and funds of the Corporation legally available for distribution to the
holders of Series C Preferred Stock will be distributed ratably among the
holders of Series C Preferred Stock in proportion to the shares of the Series C
Preferred Stock held by each such holder weighted by the respective Liquidation
Value. After payment has been made to the holders of the Series C Preferred
Stock of the full amounts to which they will be entitled as aforesaid, any
remaining assets will be distributed to the holders of the Corporation's other
equity securities.
5.2 A liquidation, dissolution or winding up for the purposes of this
Section 5 includes a (i) merger or consolidation of the Corporation with or into
any other corporation or corporations where the shareholders of the Corporation
immediately prior to such event do not retain more than a 50% voting power and
interest in the successor entity and (ii) sale of all or substantially all of
the assets of the Corporation (collectively, a "Merger or Sale").
5.3 No later than 20 days before the consummation of any Merger or Sale,
the Corporation shall deliver a notice to each holder of Series C Preferred
Stock setting forth the principal terms of such Merger or Sale. Such notice
shall include a description of the amounts that would be paid to holders of
Series C Preferred Stock under this Section 5 and of the consideration that such
holders would receive if they exercised their rights under Section 6 to have
shares of Series C Preferred Stock converted into Common Stock.
5.4 No later than ten days after delivery of the notice, each holder of
Series C Preferred Stock may deliver an election to the Corporation notifying
the Corporation that the holder desires that such holder's shares of Series C
Preferred Stock be converted into shares of Common Stock and, if no such notice
is delivered, such holder shall receive such amounts as are provided for under
this Section 5.
5.5 Each holder of an outstanding share of Series C Preferred Stock shall
be deemed to have consented to distributions made by the Corporation in
connection with the repurchase at cost (or such other price as may be agreed to
by the Corporation's Board of Directors) of shares of Common Stock issued to or
held by officers, directors or employees of, or consultants to, the Corporation
or its subsidiaries upon termination of their employment or services pursuant to
agreements (whether now existing or hereafter entered into) providing for the
right of said repurchase between the Corporation and such persons.
6. Conversion Rights.
6.1 Right to Convert. Notwithstanding any other term or provision contained
herein, no shares of Series C Preferred Stock shall become convertible into
Common Stock under any circumstances until the shareholders of the Corporation
shall have approved an amendment to the Corporation's Articles of Incorporation
increasing the number of authorized shares of Common Stock to a number that is
sufficient (given all other Common Stock share reservations) to allow for due
and proper reservation of a sufficient number of shares of Common Stock to allow
for the conversion of the Series C Preferred Stock.
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(a) Optional Conversion. Each share of Series C Preferred Stock will
be convertible, at the option of the holder thereof, at the office of the
Corporation or any transfer agent for the Series C Preferred Stock, into a
number of shares of Common Stock as determined in accordance with Section 6.3
hereof.
(b) Automatic Conversion of Series C Preferred Stock. Each share of
Series C Preferred Stock will automatically convert into a number of shares of
Common Stock as determined in accordance with Section 6.3 hereof:
(i) immediately upon the closing of the sale pursuant to a
registration statement under the Securities Act of 1933, as amended, for a
public offering (other than a registration on Form S-8, Form S-4 or comparable
forms) of the Corporation's securities which results in gross proceeds to the
Corporation of not less than $30,000,000; or
(ii) commencing three months after the Initial Closing of the
Series C Preferred Stock, if the average closing bid price of the Common Stock
exceeds 300% of the Conversion Price for 20 consecutive trading days.
6.2 Mechanics of Conversion. Upon conversion, the holder of Series C
Preferred Stock will surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Series C Preferred Stock, and such holder will give written notice to the
Corporation stating the name or names in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued; provided,
however, that the Corporation shall not be required to issue the shares of
Common Stock in a name other than that of the holder of the Series C Preferred
Stock being converted unless it can do so in conformance with applicable laws.
The Corporation, as soon as practicable thereafter, will issue and deliver at
such office to such holder of Series C Preferred Stock or to such holder's
nominee or nominees, a certificate or certificates for the number of shares of
Common Stock to which such holder will be entitled as aforesaid. Any conversion
will be deemed to have been made immediately prior to the close of business on
the date of the event of conversion, in the event of automatic conversion
hereunder, or, in the event of voluntary conversion, immediately prior to the
close of business on the date when the Corporation receives a holder's
certificate or certificates for Series C Preferred Stock and any other documents
or instruments required hereunder or by applicable law, and the person or
persons entitled to receive the shares of Common Stock issuable upon conversion
will be treated for all purposes as the record holder or holders of such shares
of Common Stock on such date.
6.3 Conversion Rate. Each share of Series C Preferred Stock will be
convertible into the number of shares of Common Stock determined by dividing (i)
the Liquidation Value of the Series C Preferred Stock by (ii) $1.00 (as such
conversion price may be adjusted, the "Conversion Price").
6.4 Adjustment for Reorganization, Reclassification, Consolidation, Merger
or Sale. If any capital reorganization or reclassification of the Corporation,
or any consolidation or merger of the Corporation with another person, or the
sale, transfer or lease of all or substantially all of its assets to another
person shall be effected in such a way that holders of shares of Common Stock
shall be entitled to receive stock, securities or assets with respect to or in
exchange for their shares, then provision shall be made, in accordance with this
Section 6.4, whereby the holder of Series C Preferred Stock shall thereafter
have the right to purchase and receive such securities or assets as would have
been issued and payable with respect to or in exchange for the aggregate shares
of Common Stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby if conversion of the Series C
Preferred Stock had occurred immediately prior to such reorganization,
reclassification, consolidation, merger or sale. The Corporation will not effect
any such consolidation, merger, sale, transfer or lease unless prior to the
consummation thereof the successor entity (if other than the Corporation)
resulting from such consolidation or merger or the entity purchasing or leasing
such assets shall assume by written instrument the obligation to deliver to such
holder of Series C Preferred Stock such securities or assets as, in accordance
with the foregoing provisions, such holder of Series C Preferred Stock may be
entitled to purchase. The provisions of this Section 6.4 shall similarly apply
to successive consolidations, mergers, exchanges, sales, transfers or leases.
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6.5 Adjustment for Stock Dividends and Securities Distributions. If, at any
time or from time to time after March 10, 2000, the Corporation shall distribute
to the holders of shares of Common Stock (i) securities, (ii) property, other
than cash, or (iii) cash, without fair payment therefor, then, and in each such
case, the holder of Series C Preferred Stock, upon the conversion of Series C
Preferred Stock, shall be entitled to receive such securities, property and cash
which the holder of Series C Preferred Stock would hold on the date of such
conversion if, on the date thereof, the holder of Series C Preferred Stock had
been the holder of record of the shares of Common Stock issued upon such
conversion and, during the period from March 10, 2000 to and including the date
of such conversion, had retained such shares of Common Stock and the securities,
property and cash receivable by the holder of Series C Preferred Stock during
such period, subject, however, to the holder of Series C Preferred Stock
agreeing to any conditions to such distribution as were required of all other
holders of shares of Common Stock in connection with such distribution. If the
securities to be distributed by the Corporation involve rights, warrants,
options or any other form of convertible securities and the right to exercise or
convert such securities would expire in accordance with its terms prior to the
conversion of the Series C Preferred Stock, then the terms of such securities
shall provide that such exercise or convertibility right shall remain in effect
until thirty (30) days after the date the holder of Series C Preferred Stock
receives such securities pursuant to the exercise hereof.
6.6 Other Adjustments. In addition to those adjustments set forth in
Sections 6.4 and 6.5, but without duplication of the adjustments to be made
under such Sections, if the Company:
(a) pays a dividend or makes a distribution on its Common Stock in
shares of its Common Stock;
(b) subdivides its outstanding shares of Common Stock into a greater
number of shares;
(c) combines its outstanding shares of Common Stock into a smaller
number of shares;
(d) makes a distribution on its Common Stock in shares of its capital
stock other than Common Stock; and/or
(e) issues, by reclassification of its Common Stock, any shares of
its capital stock;
then the number and kind of shares of Common Stock issued upon conversion of the
Series C Preferred Stock shall be adjusted so that the holder of Series C
Preferred Stock upon conversion shall be entitled to receive the kind and number
of shares of Common Stock or other securities of the Corporation that the holder
of Series C Preferred Stock would have owned or have been entitled to receive
after the happening of any of the events described above had the Series C
Preferred Stock been converted immediately prior to the happening of such event
or any record date with respect thereto. An adjustment made pursuant to this
Section 6.6 shall become effective immediately after the record date in the case
of a dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or issuance. If, as a
result of an adjustment made pursuant to this Section 6.6, the holder of Series
C Preferred Stock thereafter surrendered for conversion shall become entitled to
receive shares of two or more classes of capital stock or shares of Common Stock
and any other class of capital stock of the Corporation, the Board of Directors
(whose determination shall be conclusive and shall be described in a written
notice to all holders of Series C Preferred Stock promptly after such
adjustment) shall determine the allocation of the adjusted Conversion Price
between or among shares of such classes of capital stock or shares of Common
Stock and such other class of capital stock. The adjustment to the number of
shares of Common Stock issuable upon the conversion of Series C Preferred Stock
described in this Section 6.6 shall be made each time any event listed in
paragraphs (a) through (e) of this Section 6.6 occurs.
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Simultaneously with all adjustments to the number and/or kind of
securities, property and cash to be issued in connection with the conversion of
the Series C Preferred Stock, the Conversion Price will also be appropriately
and proportionately adjusted.
6.7 Adjustment for Sale of Shares. In the event the Corporation at any time
issues additional Common Stock, preferred stock, options, warrants or
convertible securities after the Original Issue Date, other than securities
currently outstanding as of March 10, 2000 or issued upon the conversion or
exercise of any securities outstanding as of March 10, 2000, at a purchase price
less than the then applicable Conversion Price for the Series C Preferred Stock,
then and in each such case, the Conversion Price for the Series C Preferred
Stock will be automatically reduced to such lower purchase price and the number
of shares issuable upon conversion of the Preferred Shares shall be increased
proportionately ; provided, however, that no adjustment to the Conversion Price
or the number of shares shall be made pursuant to this Section 6.7 in the event
(i) the Company grants options to employees, consultants, officers or directors
of the Company pursuant to contracts or plans approved by the Board of Directors
of the Company, (ii) of the issuance of securities to a "strategic partner" as
determined by the Board of Directors of the Company, (iii) of the issuance of
securities pursuant to a strategic acquisition as determined by the Board of
Directors or (iv) of the issuance of up to an aggregate of 100,000 shares (as
appropriately adjusted for stock splits, stock dividends and similar adjustments
after the date hereof) of Common Stock (or convertible preferred stock, options,
warrants or other securities convertible into or exercisable for Common Stock)
at a purchase price less than the Conversion Price and not otherwise excepted
pursuant to (i), (ii) or (iii) above.
(a) For the purpose of making any adjustment in the Conversion Price
as provided in this Section 6.7, the consideration received by the Corporation
for any issue or sale of Common Stock will be computed:
(i) to the extent it consists of cash, as the amount of cash
received by the Corporation before deduction of any offering expenses payable by
the Corporation and any underwriting or similar commissions, compensation, or
concessions paid or allowed by the Corporation in connection with such issue or
sale;
(ii) to the extent it consists of property other than cash, at
the fair market value of that property as determined in good faith by the
Corporation's Board of Directors; and
(iii) if Common Stock is issued or sold together with other stock
or securities or other assets of the Corporation for a consideration which
covers both, as the portion of the consideration so received that may be
reasonably determined in good faith by the Corporation's Board of Directors to
be allocable to such Common Stock.
(b) If the Corporation (i) grants or sells any rights or options to
subscribe for, purchase, or otherwise acquire shares of Common Stock, or (ii)
issues or sells any security convertible into shares of Common Stock, then, in
each case, the price per share of Common Stock issuable on the exercise of the
rights or options or the conversion of the securities will be determined by
dividing (x) the total amount, if any, received or receivable by the Corporation
as consideration for the granting or sale of the rights or options or the issue
or sale of the convertible securities, plus the minimum aggregate amount of
additional consideration payable to the Corporation on exercise or conversion of
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the securities, by (y) the maximum number of shares of Common Stock issuable on
the exercise of conversion. Such granting or issue or sale will be considered to
be an issue or sale for cash of the maximum number of shares of Common Stock
issuable on exercise or conversion at the price per share determined under this
Section 6.7, and the Conversion Price for the Series C Preferred Stock will be
adjusted as above provided to reflect (on the basis of that determination) the
issue or sale. No further adjustment of the Conversion Price for the Series C
Preferred Stock will be made as a result of the actual issuance of shares of
Common Stock on the exercise of any such rights or options or the conversion of
any such convertible securities.
(c) Upon the redemption or repurchase of any such securities or the
expiration or termination of the right to convert into, exchange for, or
exercise with respect to, Common Stock, the Conversion Price for the Series C
Preferred Stock will be readjusted to such price as would have been obtained had
the adjustment made upon their issuance been made upon the basis of the issuance
of only the number of such securities as were actually converted into, exchanged
for, or exercised with respect to, Common Stock. If the purchase price or
conversion or exchange rate provided for in any such security changes at any
time, then, upon such change becoming effective, the Conversion Price for the
Series C Preferred Stock then in effect will be readjusted to such price as
would have been obtained had the adjustment made upon the issuance of such
securities been made upon the basis of (i) the issuance of only the number of
shares of Common Stock theretofore actually delivered upon the conversion,
exchange or exercise of such securities, and the total consideration received
therefor, and (ii) the granting or issuance, at the time of such change, of any
such securities then still outstanding for the consideration, if any, received
by the Company therefor and to be received on the basis of such changed price or
rate.
6.8 Other Action Affecting Shares. If the Corporation takes any action
affecting its share of Common Stock after March 10, 2000, that would be covered
in Sections 6.4, 6.5 or 6.6 but for the manner in which such action is taken or
structured, other than an action described in Sections 6.4, 6.5 or 6.6, which
would in any way diminish the value of the Series C Preferred Stock, then the
Conversion Price shall be adjusted in such manner as the Board of Directors of
the Corporation shall in good faith determine to be equitable under the
circumstances.
6.9 Certificate as to Adjustments. Upon the occurrence of each adjustment
or readjustment of the Conversion Rate pursuant to this Section 6, the
Corporation at its expense promptly will compute such adjustment or readjustment
in accordance with the terms hereof and prepare and furnish to each holder of
Series C Preferred Stock a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based. The Corporation, upon the written request at any time of
any holder of Series C Preferred Stock, will furnish or cause to be furnished to
such holder a like certificate setting forth (i) such adjustments and
readjustments, (ii) the Conversion Rate for the Series C Preferred Stock at the
time in effect, and (iii) the number of shares of Common Stock and the amount,
if any, of other property which at the time would be received upon the
conversion of the Series C Preferred Stock held by such holder.
6.10 Fractional Shares Upon Conversion. No fractional shares of Common
Stock will be issued upon conversion of Series C Preferred Stock. If the
conversion would result in any fractional share, the Corporation shall, in lieu
of issuing any fractional share, pay the holder an amount in cash equal to such
fraction of the then effective Conversion Price as promptly as funds legally are
available therefor.
7. Modifications and Waivers. The terms of the Series C Preferred Stock may be
amended, modified or waived by agreement of the Corporation, Commonwealth
Associates, L.P. ("Commonwealth") and a committee to be designated by
Commonwealth whose members hold in the aggregate not less than 20% of the
outstanding Series C Preferred Stock (the "Committee"); provided, however, that
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no such amendment, modification or waiver which would decrease the number of
shares of Common Stock issuable upon the Conversion of the Series C Preferred
Stock, or increase the Conversion Price therefor (other than as a result of the
waiver or modification of any anti-dilution provisions) may be made without the
approval of the holders of at least 50% of the outstanding Series C Preferred
Stock.
8. Notices of Record Date. In the event of any taking by the Corporation of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, the Corporation will mail to each
holder of Series C Preferred Stock at least ten days prior to the date specified
therein, a notice specifying the date on which any such record is to be taken
for the purpose of such dividend, distribution or rights, and the amount and
character of such dividend, distribution or right, but failure to give such
notice shall not affect the validity of the action taken as to which the notice
should have been given.
9. Reservation of Stock Issuable Upon Conversion. From and after the date the
Company's shareholders approve the amendment to its Articles of Incorporation
increasing the number of authorized shares of Common Stock, the Corporation at
all times will reserve and keep available out of its authorized but unissued
shares of Common Stock solely for the purpose of effecting the conversion of the
shares of Series C Preferred Stock such number of its shares of Common Stock as
from time to time will be sufficient to effect the conversion of all then
outstanding shares of Series C Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock is not sufficient to effect the
conversion of all then outstanding shares of Series C Preferred Stock, in
addition to such other remedies as may be available to the holders of Series C
Preferred Stock for such failure, the Corporation will take such corporate
action as, in the opinion of its counsel, may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as will
be sufficient for such purpose.
10. Notices. Any notices required by this Certificate to be given to the holders
of shareholders or the Corporation must be in writing and will be deemed given
upon personal delivery, one day after deposit with a reputable overnight courier
service for overnight delivery or after transmission by facsimile telecopier
with confirmation of successful transmission, or five days after deposit in the
United States mail, by registered or certified mail postage prepaid, or upon
actual receipt if given by any other method, addressed to each holder of such
record at his address appearing on the books of the Corporation.
11. Covenants. In addition to any other rights provided by law, so long as any
shares of Series C Preferred Stock are outstanding, the Corporation, without
first obtaining the written consent of Commonwealth and the Committee as set
forth in Section 7 above, will not:
(a) increase the authorized number of shares of Preferred Stock; or
(b) authorize or issue shares of any class or series of stock having any
preference or priority senior to the Series C Preferred Stock as to dividends,
rights on liquidation or redemption.
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For office use only 006
Mail to: Secretary of State
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894-2251
Fax (303) 894-2242
Please include a typed
self-addressed envelope
MUST BE TYPED
FILING FEE: $5.00
MUST SUBMIT TWO COPIES
CERTIFICATE OF CORRECTION
Pursuant to the Colorado Business Corporation Act, the undersigned hereby
executes the following certificate of correction:
FIRST: The exact name of the corporation is U.S. WIRELESS DATA, INC.
----------------------------------
organized under the laws of COLORADO
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SECOND: Description of the documents being corrected (i.e. Articles of
Incorporation, Amendment, Merger or other) or an attached copy of the
document:
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION - Recpt. # 20001050706
THIRD: Date document was filed March 10, 2000.
--------------
FOURTH: Statement of incorrect information: Exhibit 1 - Designation of Series C
Convertible Preferred Stock of U.S. Wireless Data, Inc.
1. Designation. Six Million Five Hundred Thousand (6,500,000) shares of the
Corporation's 15,000,000 total authorized shares of no par value preferred stock
are hereby designated as Series C Convertible Preferred Stock (hereinafter
referred to as the "Series C Preferred Stock").
FIFTH: Statement of corrected information: Exhibit 1 - Designation of Series C
Convertible Preferred Stock of U.S. Wireless Data, Inc.
1. Designation. Eight Million Four Hundred Fifty Thousand (8,450,000) shares of
the Corporation's 15,000,000 total authorized shares of no par value preferred
stock are hereby designated as Series C Convertible Preferred Stock (hereinafter
referred to as the "Series C Preferred Stock").
U. S. WIRELESS DATA, INC.
Signature: By: /s/ Charles I. Leone
-------------------------------------
Title: Charles I. Leone, Chief Financial
Officer, Chief Operating Officer
and Secretary