SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
Check the appropriate box:
|X| Preliminary Information Statement
|_| Confidential, For Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
|_| Definitive Information Statement
SYNTHETIC TURF CORPORATION OF AMERICA
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the
form or schedule and the date of its filing.
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(1) Amount previously paid:
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(4) Date filed:
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SYNTHETIC TURF CORPORATION OF AMERICA
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NOTICE OF ACTION BY WRITTEN CONSENT OF THE SHAREHOLDERS
IN LIEU OF MEETING OF STOCKHOLDERS
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The date on which this Information Statement was first sent to
the shareholders is ________, 2004
NOTICE IS HEREBY GIVEN that on ____________, 2004, or twenty
days after the mailing of this Information Statement, whichever is
later, we will amend and restate our Articles of Incorporation to
change the Company's name to "City Capital Corporation" and to add
certain administrative provisions consistent with the Company's
election to become a business development company.
Our Board of Directors approved the foregoing amendment on
November 29, 2004, and we received written consents in lieu of a
meeting from stockholders representing a majority of our outstanding
voting interests stock approving the foregoing amendments on December
3, 2004.
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We are not asking you for a Proxy and you are requested not to send
us a Proxy.
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As of the close of business on December 3, 2004, the record
date for shares entitled to notice of and to sign written consents in
connection with the foregoing action, there were 215,808,038 shares
of our common stock, and 10,125,934 shares of our Series A Preferred
Stock, issued and outstanding. Each share of our common stock is
entitled to one vote in connection with the foregoing action. Each
share of our Series A Preferred Stock is entitled to 25 votes in
connection with the foregoing action. Together, the holders of the
outstanding common stock and the Series A Preferred Stock are
entitled to cast a total of 468,956,388 votes and represent all of
the "voting interests" entitled to vote on the foregoing action.
We have received the written consent of the holders of at
least a majority of the voting interests entitled to vote on the
foregoing action. Therefore, neither a meeting of our stockholders
nor additional written consents are necessary.
By Order of the Board of Directors,
/s/ Gary Borglund
Gary Borglund, Secretary
INFORMATION STATEMENT
PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to the requirements of Section 14(c) of the Securities and
Exchange Act of 1934, as amended, and Section 78.2055 of the Nevada
Revised Statutes, this Information Statement and Notice of Action by
Written Consent of the Shareholders is being furnished by Synthetic
Turf Corporation of America, (the "COMPANY") to you and other
holders of record of the common stock of the Company, as of the close
of business on November 29, 2004, to provide information with respect
to actions taken by written consent of the holders of a majority of
the Company's outstanding voting shares of common stock and preferred
stock. This Information Statement is expected to be mailed to
shareholders on or about ____________, 2004.
The written consent action adopted by holders of a majority
of the voting power of the outstanding shares of the Company's common
stock and preferred stock approved an amendment and restatement of
the Company's Articles of Incorporation, changing the Company's name
to "City Capital Corporation" and setting forth certain specific
articles that are necessary to the Company's future business plans,
effective at the close of business on the day that such amended and
restated articles are filed with the Office of the Secretary of State
of the State of Nevada.
In connection with this name change, the Company will notify the
Over the Counter Bulletin Board, and a new trading symbol will be
assigned.
There are no current provisions of the Company's articles of
incorporation, bylaws, or other contractual arrangements that have
material anti-takeover impacts; provided, however, that this
statement is qualified in its entirety by reference to our Amended
and Restated Articles of Incorporation and bylaws. The Company does
not have any current plans, proposals, or arrangements to propose any
amendments to the articles of incorporation or bylaws that would have
a material anti-takeover effect.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company's authorized capital stock consists of
235,000,000 shares of common stock, par value $0.001 per share, of
which 215,808,038 shares were issued and outstanding as of November
29, 2004, and 15,000,000 shares of preferred stock, par value $0.001
per share, of which 10,125,934 were issued and outstanding on
November 29, 2004. Each share of common stock entitles the holder
thereof to one vote on each matter that may come before a meeting of
the shareholders, and each share of preferred stock entitles the
holder thereof to 25 votes on each matter that may come before a
meeting of the shareholders. The Company does not have any other
class or series of capital stock authorized or issued. Stockholders
who were not afforded an opportunity to consent or otherwise vote
with respect to the action taken have no right under Nevada law to
dissent or require a vote of all our stockholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of November 29, 2004,
certain information known to us with respect to the beneficial
ownership of the Company's common stock by (i) each director and
executive officer of the Company, (ii) each person who is known by
us to own of record or beneficially more than 5% of the outstanding
common stock, and (iii) all of the Company's directors and its
executive officers as a group. Unless otherwise indicated, each of
the shareholders can be reached at the Company's principal executive
offices located at 2535 Pilot Knob Road, Suite 118, Mendota Heights,
Minnesota 55120.
SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED (1)
Number Percent (%)
(i) Directors and Executive Officers
Gary Borglund
President, CEO and Chairman of the Board 3,750,000 1.7
Richard Overdorff (2)
Director 300,000 *
(ii) 5% Holders
(iii) Management as a Group
ALL DIRECTORS, NOMINEES AND EXECUTIVE
OFFICERS AS A GROUP (TWO PERSONS) 4,050,000 1.9
* Less than 1%.
(1) Gives effect to the shares of Common Stock beneficially owned by the
indicated shareholders on November 29, 2004. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission (the "SEC") and includes voting and investment power with
respect to shares. Unless otherwise indicated, the persons named in the
table have sole voting and sole investment control with respect to all
shares beneficially owned. Percentage ownership is calculated based on
215,808,038 shares of the Common Stock outstanding as of November 29,
2004. All information is as of November 29, 2004, and is based upon
information furnished by the persons listed, contained in filings made
by them with the SEC or otherwise available to the Company.
(2) These shares are held in the name of Ken Blomhofer, who resides in Mr.
Overdorff's household.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth, as to the Chief Executive
Officer, information concerning all compensation paid for services to
the Company in all capacities for each of the three years ended
September 30 indicated below. No other executive officer of the
Company received total annual salary and bonus in excess of $100,000
for each of the three years ended September 30 indicated below.
LONG-TERM COMPENSATION
ANNUAL ---------------------------
FISCAL YEAR COMPENSATION RESTRICTED ALL
NAME ENDED -------------- STOCK AWARDS OTHER
PRINCIPAL POSITION(1) SEPTEMBER 30, SALARY BONUS ($) COMPENSATION
- --------------------- ------------ ------ ----- ------------ ------------
Gary Borglund........ 2003 9,800 0 0 0
President, Chief 2002 24,800 0 0 0
Executive Officer 2001 0 0 0 0
& Chief Financial
Officer
COMPENSATION OF DIRECTORS. At present, non-employee directors do not
receive any cash compensation or award of options, warrants, or stock
appreciation rights (SARs) for their service on the Board. The Board
may in the future establish a policy for compensation of non-employee
directors, which may include cash payments, option or stock grants
and/or reimbursement of expenses.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-
CONTROL ARRANGEMENTS. At present, and except for Gary Borglund, there
are no employment contracts between the Company and any named
executive officers. There are no compensatory plans or arrangements
with respect to a named executive officer that would result in
payments or installments in excess of $100,000 upon the resignation,
retirement or other termination of such executive officer's
employment with the Company or from a change-in-control.
INTERESTS OF CERTAIN PERSONS IN THE PROPOSAL
No director, executive officer, associate of any director or
executive officer or any other person has any substantial interest,
direct or indirect, by security holdings or otherwise, in the
proposal to amend and restate the Articles of Incorporation and take
all other proposed actions which is not shared by all other
shareholders of the Company. See "Security Ownership of Certain
Beneficial Owners and Management."
APPROVAL OF AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION
The Board approved an amendment and restatement (the "AMENDMENT") to
the Company's Articles of Incorporation (the "ARTICLES OF
INCORPORATION"), that will change the Company's name to "City Capital
Corporation" and restate the Company's Articles of Incorporation to
include certain administrative provisions consistent with the
Company's election to be a business development company under the
Investment Company Act of 1940, effective at the close of business on
the first day that articles of amendment can be filed with the Office
of the Secretary of State of the State of Nevada. The complete text
of the form of the Amendment is set forth below. The Board submitted
the Amendment to the shareholders for approval by written consent.
Approval of the Amendment required the affirmative vote of the
majority of the outstanding shares of the common stock and preferred
stock on the record date. As of December 3, 2004, holders of a
majority of the Company's common stock and preferred stock had
approved the Amendment.
REASONS FOR THE AMENDMENT.
The Board believes that the proposed name change and other
administrative provisions effected by the Amendment are in the best
interests of the Company and its shareholders and believes that it is
advisable to authorize such Amendment to advance the Company's
prospects for (i) pursuit of new programs or business and (ii) other
purposes not presently determinable and as may be deemed to be
feasible and in the Company's best interests.
AMENDMENT.
Following adoption of the Amendment, the Articles of
Incorporation will be amended and restated to read as set forth in
the attached exhibit.
CERTAIN EFFECTS OF THE AMENDMENT.
The Board of Directors believes that approval of the Amendment is in
the best interests of the Company and its shareholders.
The Amendment does not change the terms or rights of holders of the
Company's common stock or preferred stock.
EFFECTIVE DATE OF THE AMENDMENT.
The Amendment will be effective upon the close of business on the
date of filing of the Amended and Restated Articles of Incorporation
with the Nevada Secretary of State, which filing is expected to take
place approximately 20 days after this Information Statement is
mailed to shareholders. However, the exact timing of the filing will
be determined by the Board based upon its evaluation as to when such
action will be most advantageous to the Company and its shareholders,
and the Board reserves the right to alter the timing of the filing or
elect not to proceed with the filing if, at any time prior to filing,
the Board, in its sole discretion, determines that doing so serves
the best interests of the Company and its shareholders.
SYNTHETIC TURF CORPORATION OF AMERICA
On behalf of the Board of Directors
/s/ Gary Borglund
Gary Borglund, Secretary
December 6, 2004
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SYNTHETIC TURF CORPORATION OF AMERICA
ARTICLE I
NAME: The name of the corporation is CITY CAPITAL CORPORATION.
ARTICLE II
REGISTERED OFFICE AND AGENT: The address of the corporation's
principal office is 2050 Russett Way, Carson City, Nevada 89703. The
corporation's agent for service of process at that address is Budget
Corp.
ARTICLE III
PURPOSE: The purpose of the corporation is to carry on its business
as a non-diversified closed-end management investment company, as
those terms are used in the Investment Company Act of 1940 ("1940
Act"), having elected to be regulated under the 1940 Act as a
business development company, which is a closed-end management
investment company that provides small businesses that qualify as an
"eligible portfolio company" with investment capital and also
significant managerial assistance. In addition to (and to the extent
not inconsistent with) the foregoing, the Corporation shall be
authorized to transact all lawful business for which a profit
corporation may be incorporated pursuant to the Nevada Revised Statutes.
ARTICLE IV
CAPITAL STOCK: The aggregate number of shares of all classes of
capital stock which the Corporation has authority to issue is
250,000,000 of which 235,000,000 are to be shares of common stock,
$0.001 par value per share, and of which 15,000,000 are to be shares
of serial preferred stock, $0.001 par value per share. The shares
may be issued by the Corporation from time to time as approved by the
board of directors of the Corporation without the approval of the
stockholders except as otherwise provided in this Article IV or the
rules of a national securities exchange if applicable. The
consideration for the issuance of the shares shall be paid to or
received by the Corporation in full before their issuance and shall
not be less than the par value per share. The consideration for the
issuance of the shares shall be cash, services rendered, personal
property (tangible or intangible), real property, leases of real
property or any combination of the foregoing. In the absence of
actual fraud in the transaction, the judgment of the board of
directors as to the value of such consideration shall be conclusive.
Upon payment of such consideration such shares shall be deemed to be
fully paid and non-assessable. In the case of a stock dividend, the
part of the surplus of the Corporation which is transferred to stated
capital upon the issuance of shares as a stock dividend shall be
deemed to be the consideration for their issuance. Stockholders shall
not be liable to any extent for the payment of any debt of the
Corporation. The Board of Directors of the Corporation may, by
adoption of a resolution or Bylaw, impose restrictions upon the
transferability by shareholders of shares of the Corporation's
capital stock. Each holder of shares of capital stock shall, upon
demand, disclose to the Corporation such information with respect to
direct or indirect holdings of such shares as the directors or any
officer or agent of the Corporation designated by the board of
directors deems necessary to comply with the Internal Revenue Code,
the 1940 Act, The Securities Act of 1933, the Securities Exchange Act
of 1934, or the Employee Retirement Income Security Act of 1974, as
the same may be amended from time to time, or to comply with the
requirements or demands of any taxing authority.
A description of the different classes and series (if any) of the
Corporation's capital stock, and a statement of the relative powers,
designations, preferences and rights of the shares of each class and
series of capital stock, and the qualifications, limitations or
restrictions thereof, are as follows:
A. COMMON STOCK. Subject to the provisions of these Articles, each
holder of shares of common stock shall be entitled to one vote for
each share held by such holder.
Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class or
series of stock having preference over the common stock as to the
payment of dividends, the full amount of dividends and sinking fund
or retirement fund or other retirement payments, if any, to which
such holders are respectively entitled in preference to the common
stock, and on any class or series of stock entitled to participate
therewith as to dividends, out of any assets legally available for
the payment of dividends, but only when and as declared by the board
of directors of the Corporation.
In the event of any liquidation, dissolution or winding up of the
Corporation, after there shall have been paid, or declared and set
aside for payment to the holders of the outstanding shares of any
class having preference over the commons stock in any such event, the
full preferential amounts to which they are respectively entitled the
holders of the common stock and of any class or series of stock
entitled to participate therewith, in whole or in part, as to
distribution of assets shall be entitled, after payment or provision
for payment of all debts and liabilities of the Corporation, to
receive the remaining assets of the Corporation available for
distribution, in cash or in kind.
Each share of common stock shall have the same relative powers,
preferences and rights as, and shall be identical in all respects
with, all the other shares of common stock of the Corporation.
B. SERIAL PREFERRED STOCK.
The preferences and relative rights and qualifications, limitations
or restrictions of the Corporation's serial preferred stock are as
follows:
A. Designation and Amount. All of the presently authorized preferred
shares, being Fifteen Million (15,000,000) shares of par value $0.001
preferred stock, are designated as shares of "Preferred Stock" and
par value is $0.001 per share.
B. Rank. The Preferred Stock shall be senior to the Common Stock and
any subsequently authorized series or class of the Corporation's
preferred stock.
C. Liquidation Rights. In the event of any liquidation, dissolution,
or winding up of the Corporation, whether voluntary or voluntary, the
holders of the Preferred Stock then outstanding shall be entitled to
be paid out of the assets of the Corporation available for
distribution to its shareholders, before any payment or declaration
and setting apart for payment of any amount shall be made in respect
of any outstanding capital stock of the Corporation, an amount equal
to $0.01 per share.
D. Dividends. Holders of shares of Preferred Stock shall be entitled
to receive dividends, ratably and on the same basis as holders of
Common Stock, when, as, and if declared by the Corporation.
E. Conversion. Each share of Preferred Stock shall be convertible, at
the option of the holder, into twenty-five (25) shares of the
Corporation's Common Stock; provided, however, that if the
Corporation effects any subdivision, forward or reverse split, or
other reclassification of its Common Stock, the conversion basis of
the Preferred Stock hereunder shall also be proportionately adjusted.
F. Voting. Holders of shares of Preferred Stock shall be entitled to
cast twenty-five (25) votes for each share of Preferred Stock held
for any matter presented to the shareholders of the Corporation at
any regular or special meeting of the shareholders, or for any other
matter that may require approval of the shareholders of the
Corporation.
G. Protective Provisions. As long as any shares of Preferred Stock
shall be outstanding, the Corporation shall not, without the approval
(by vote or written consent, as provided by law) of the holders of at
least two-thirds of the total number of shares of Preferred Stock
outstanding: (i) alter or change the rights, preferences or
privileges of the Preferred Stock, (ii) increase the authorized
number of Preferred Shares, (iii) create any new class of shares
having preferences over or on a parity with the Preferred Stock, (iv)
repurchase any of the Common Stock of the Corporation, (v) merge or
consolidate with any other entity except into or with a wholly-owned
subsidiary of the Corporation, or (vi) sell, convey or otherwise
dispose of, or create or incur any mortgage, lien, charge or
encumbrance on or security interest in or pledge of, or sell and
leaseback, all or substantially all of the property or business of
the Corporation.
H. Revisions. Except as otherwise provided in these Articles, the
board of directors of the Corporation is authorized, by resolution or
resolutions from time to time adopted, to provide for the issuance of
serial preferred stock in series and to amend or supplement the
powers, designations, preferences and relative, participating,
optional or other special rights of the shares of each such series,
and the qualifications, limitation or restrictions thereof,
including, but not limited to, determination of any of the following:
(1) the distinctive serial designation and the number of shares
constituting such series;
(2) the rights in respect of dividends, if any to be paid on the
shares of such series, whether dividends shall be cumulative and, if
so, from which date or dates, the payment or date or dates for
dividends, and the participating or other special rights, if any with
respect to dividends;
(3) the voting powers, full or limited, if any, of the shares of
such series;
(4) whether the shares of such series shall be redeemable and, if
so, the price or prices of which, and the terms and conditions upon
which such shares may be redeemed;
(5) the amount or amounts payable upon the shares of such series in
the event of voluntary or involuntary liquidation, dissolution or
winding up of the Corporation;
(6) whether the shares of such series shall be entitled to the
benefits of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and, if so entitled, the
amount of such fund and the manner of its application, including the
price or prices at which such shares may be redeemed or purchased
through the application such funds;
(7) whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or any other series of
the same or any other class or classes of stock of the Corporation
and, if so convertible or exchangeable, the conversion price or
prices, or the rate or rates of exchange, and the adjustments
thereof, if any at which such conversion or exchange may be made, and
any other terms and conditions such conversion or exchange;
(8) the subscription or purchase price and form of consideration for
which the shares of such series shall be issued; and
(9) whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares of
serial preferred stock and whether such shares may be reissued as
shares of the same or any other series of serial preferred stock.
Provided, however, that each share of each such series of serial
preferred stock shall have the same relative powers, preferences and
rights as, and shall be identical in all respects with, all the other
shares of the Corporation of the same series, except the times from
which dividends on shares which may be issued from time to time of
any such series may begin to accrue.
ARTICLE V
MEETINGS OF STOCKHOLDERS: Meetings of the shareholders shall be held
at such place within or without the State of Nevada as may be
provided by the by-laws of the corporation. Special meetings of the
shareholders may be called by the president or any other executive
officer of the corporation, the board of directors, or any member
thereof, or by the record holder or holders of at least ten percent
(10%) of all shares entitled to vote at the meeting. Any action
otherwise required to be taken at a meeting of the shareholders,
except election of directors, may be taken, shall be signed by
shareholders having at least a majority of the voting power.
ARTICLE VI
MANAGEMENT OF THE AFFAIRS OF THE CORPORATION:
A. All corporate powers and authority of the Corporation shall
be vested in and exercised by the Board of Directors except as
otherwise provided by statute, these Articles, or the Bylaws of the
Corporation.
B. The Board of Directors shall have the power to adopt, alter,
or repeal the Bylaws of the Corporation, unless the Bylaws otherwise
provide.
C. The Board of Directors shall have the power to determine
whether and to what extent, and at what times and places, and under
what conditions and regulations the accounts and books of the
Corporation (other than the stock ledger) shall be open to inspection
by stockholders. No stockholder shall have any right to inspect any
account, book, or document of the Corporation except to the extent
permitted by statute or the Bylaws.
D. The Board of Directors shall have the power to determine, in
accordance with generally accepted accounting principles, the
Corporation's net income, its total assets and liabilities, and the
net asset value of the shares of capital stock of the Corporation.
The Board of Directors may delegate such power to any one or more of
the directors or officers of the Corporation, its investment adviser,
administrator, custodian, or depositary of the Corporation's assets,
or another agent of the Corporation appointed for such purposes.
E. Except as otherwise required under the 1940 Act, the Board of
Directors shall have the power to make distributions, including
dividends, from any legally available funds in such amounts, and in a
manner and to the stockholders of record as of such a date, as the
Board of Directors may determine.
ARTICLE VII
BOARD OF DIRECTORS:
A. Directors shall be elected at the annual meeting of the
shareholders, and the persons receiving the highest number of votes
shall be declared duly elected, providing such numbers shall
represent a majority of all votes cast.
B. The number of the Corporation's directors shall be least three
(3), and may be increased beyond three by the majority vote of the
Crporation's board of directors in accordance with the Bylaws.
C. A majority of the board of directors shall be necessary to
constitute a quorum; and when so constituted, the board shall be
authorized to transact such business as may be delegated to it by the
stockholders and whenever the board of directors shall be so
assembled an act as a board, either within or without the State of
Nevada, any action taken shall be the action of the board of
directors and shall be binding upon the corporation, provided that
three days prior notice, given either orally or in writing, of the
time and place of the meeting and of the nature of business proposed
to be transacted shall have been given to the entire board of
directors, unless such notice be waived as hereinafter provided. Any
director may waive notice of any meeting; and in the event of such
waiver, notice shall be in writing or written memorandum shall be
made of an oral waiver of notice.
D. To the maximum extent permitted by the laws of Nevada (but not in
violation of any applicable requirement or limitation of the 1940
Act), in each case as currently in effect or as may hereafter be
amended, No director of the Corporation shall be liable to the
Corporation or its stockholders for money damages, and the
Corporation shall indemnify and advance expenses to its present and
past directors, officers, employees and agents (including any person
or firm appointed by the Corporation to serve as investment adviser
or any similar function), and persons who are serving or have served
at the request of the Corporation in similar capacities for other
entities. No amendment, alteration, or repeal of this Article
VII(B)or the adoption, alteration, or amendment of any other
provision of these Articles or the Bylaws of the Corporation
inconsistent with this Article VII(B), shall adversely affect any
limitation on liability or indemnification of any person under this
Article VII(B) with respect to any act or failure to act which
occurred prior to such amendment, alteration, repeal, or adoption.
ARTICLE VIII
OFFICERS: The officers of the corporation shall consist of a chairman
of the board of directors, a president, a vice-president, a secretary
and a treasurer, who shall perform such duties and have such
authority as usually pertains to such officers of a corporation or as
may be prescribed by the board directors from time to time.
QUALIFICATION OF OFFICERS: Officers of the corporation need not be
residents of the State of Nevada and need not own shares of the
corporation's stock. The secretary and treasurer may, but need not
be, the same person.
ELECTION: Directors shall be elected at the annual meeting of the
shareholders, and the persons receiving the highest number of votes
shall be declared duly elected, providing such numbers shall
represent a majority of all votes cast. Within ten (10) days after
the election, the directors shall meet and elect a president, vice-
president, secretary and treasurer.
TERM OF OFFICE: The term of office of all directors and officers
shall be one year, provided all directors and officers shall hold
office until their successors are duly elected and qualified.
RESIGNATION OF OFFICERS: Any officer or director may resign by filing
his written resignation with the secretary of the corporation, or in
the case of the secretary, with the president of the corporation and
upon acceptance thereof by the board of directors or if such board
shall neglect to act upon such resignation within fourteen (14) days
after receipt, the resignation shall become effective and the office
shall be deemed vacant.
REMOVAL OF OFFICERS: Any officer or director of this corporation may
be removed at any time without cause in the manner provided by the
laws of the State of Nevada for the removal of such officer or
director, or by a majority vote of the outstanding stock of the
corporation at any special meeting of the stockholders called for
that purpose as herein provided.
VACANCIES: In the case of the death, disability, or resignation of
any officer or director of the company, the remaining directors or
director of the company, even though less than a quorum, shall fill
vacancies for the unexpired term or terms.
ARTICLE IX
DURATION: The period of duration of the corporation shall be perpetual.
ARTICLE X
AMENDMENT: These Articles, by vote of not less than fifty per cent of
the issued and outstanding capital stock of the corporation, may be
deemed amended in any respect amendable at law at any meeting. A copy
of the proposed amendment shall be given to the stockholders as
provided in ARTICLE V hereof.
ARTICLE XI
BY-LAWS: The board of directors of the corporation shall have
authority to adopt such by-laws as in their judgment may be deemed
necessary or advisable for the management and transaction of the
business of the corporation, provided that such by-laws are not in
conflict with these Articles or the laws of the State of Nevada.