UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
July 15, 2002
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GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
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(Exact name of registrant as specified in its charter)
Colorado
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(State or other jurisdiction of incorporation)
0-27637 47-0811483
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(Commission File Number) (IRS Employer Identification No.)
501 Brickell Key Drive, Suite 603, Miami, FL 33131
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(Address of principal executive offices) (Zip Code)
305-374-2036
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(Registrant's telephone Number, including area code)
Item 5. Other Events.
On July 15, 2002, the Board of Directors of Global Entertainment
Holdings/Equities, Inc. (the "Corporation") adopted amendments to its bylaws
pursuant to Colorado law and the provisions of its bylaws. The amendments
adopted by the Corporation are as follows:
1. The title of the bylaws of the Corporation was amended from "Bylaws
of Masadi Resources, Inc." to read "Bylaws of Global Entertainment
Holdings/Equities, Inc."
2. Article II, Section 2 of the bylaws entitled, "Stockholders'
Meetings; Special Meetings" was amended to read as follows:
"Special Meetings. Special meetings of stockholders may be called by the
President or by the Board of Directors for any purpose or purposes, unless
otherwise prescribed by statute or by the Articles of Incorporation.
Special meetings of stockholders shall be called by the President or by
the Secretary upon the request of holders of not less than twenty percent
(20%) of the number of shares of outstanding stock of the Corporation
entitled to vote at the meeting, if such request states the proper purpose
of such special meeting is to address one or more of the following
actions, or if the Board of Directors decides that any other purpose so
requested is a proper business purpose:
o To adopt or amend articles of incorporation;
o To approve and adopt a Plan of Merger;
o To approve a change of name;
o To appoint or remove directors;
o To fill a vacancy on the board of directors;
o To approve dissolution of the Corporation; and
o To sell assets of the Corporation constituting more than ten percent
(10%) of the total assets of the Corporation and its consolidated
subsidiaries.
Individual stockholders may request no more than two (2) special meetings
per calendar year, and all costs incurred by the Corporation associated
with the calling and holding of any special meeting shall be borne by such
stockholder(s). No special meeting may be requested within ninety (90)
days of an annual stockholders meeting or an already announced special
meeting. Business transacted at any special meeting of stockholders shall
be limited to the purpose or purposes stated in the notice."
3. Article III, Section 2 of the bylaws entitled, "Board of Directors;
Number and Qualification" was amended to read as follows:
"The Board of Directors shall consist of not less than two (2) nor more
than nine (9) members, unless and until otherwise determined by a vote of
a majority of the entire Board of Directors. Any person who has been
convicted of a felony within the preceding twenty (20) years is not
eligible to serve as a member of the Board of Directors."
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4. Article V, Section 1 of the bylaws entitled, "Officers; Election and
Tenure" was amended to read as follows:
"The Board of Directors annually shall elect a President, a Secretary, and
a Treasurer. The Board of Directors may also elect or appoint such Vice
Presidents, other officers and assistant officers as may be determined by
the Board of Directors. The Board of Directors may delegate to any such
officer the power to appoint or remove subordinate officers, agents, or
employees. Each officer so elected or appointed shall continue in office
until his successor shall be elected or appointed and shall qualify, or
until his earlier death, resignation or removal. Any person who has been
convicted of a felony within the preceding twenty (20) years is not
eligible to serve as an officer or an assistant officer."
A complete copy of the Corporation's bylaws, as amended, is attached hereto as
an exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated this 25th day of September, 2002.
Global Entertainment Holdings/Equities, Inc.
By: /S/ Bryan Abboud
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Bryan Abboud, Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
- --- --- -----------
3(ii) 5 Bylaws of Global Entertainment Holdings/Equities,
Inc., as amended.
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BYLAWS
OF
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
ARTICLE I
Offices
1. Business Offices. The principal office of the Corporation shall be
located at 501 Brickell Key Drive, Suite 603, Miami, Florida 33131,
and the Corporation may have one or more offices at such place or
places within or without the U. S. continent as the Board of
Directors may from time to time determine or as the business of the
Corporation may require.
2. Registered Office. The registered office of the Corporation shall
be as set forth in the Articles of Incorporation, unless changed as
provided by the Colorado Corporation Code.
ARTICLE II
Stockholders' Meetings
1. Annual Meetings. The annual meetings of stockholders for the
election of directors to succeed those whose terms expire and for
the transaction of such other business as may come before the
meeting shall be held within six (6) months after the close of the
fiscal year of the Corporation, for the purposes of electing
directors, and transacting such other business as may properly come
before the meeting.
2. Special Meetings. Special meetings of stockholders may be called by
the President or by the Board of Directors for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation. Special meetings of stockholders shall be called
by the President or by the Secretary upon the request of holders of
not less than twenty percent (20%) of the number of shares of
outstanding stock of the Corporation entitled to vote at the
meeting, if such request states the proper purpose of such special
meeting is to address one or more of the following actions, or if
the Board of Directors decides that any other purpose so requested
is a proper business purpose:
o To adopt or amend articles of incorporation;
o To approve and adopt a Plan of Merger;
o To approve a change of name;
o To appoint or remove directors;
o To fill a vacancy on the board of directors;
o To approve dissolution of the Corporation; and
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o To sell assets of the Corporation constituting more than ten
percent (10%) of the total assets of the Corporation and its
consolidated subsidiaries.
Individual stockholders may request no more than two (2) special
meetings per calendar year, and all costs incurred by the
Corporation associated with the calling and holding of any special
meeting shall be borne by such stockholder(s). No special meeting
may be requested within ninety (90) days of an annual stockholders
meeting or an already announced special meeting. Business transacted
at any special meeting of stockholders shall be limited to the
purpose or purposes stated in the notice."
3. Place of Meetings. Meetings of stockholders shall be held at such
place or places as may be designated from time to time by the Board
of Directors.
4. Notice of Meetings. Except as otherwise provided by statute, notice
of each meeting of stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days prior
thereto to each shareholder entitled to vote there at by delivering
written or printed notice thereof to such shareholder personally or
by depositing the same in the United States mail, postage prepaid,
directed to the shareholder at his address as it appears on the
stock transfer books of the Corporation; provided, however, that if
the authorized shares of the Corporation are proposed to be
increased, at least thirty (30) days notice in like manner shall be
given. The notice of all meetings shall state the place, day and
hour thereof. The notice of a special meeting shall, in addition,
state the purposes thereof.
(a) Notice of any meeting need not be given to any person who may
become a stockholder of record after the mailing of such
notice and prior to the meeting, or to any stockholder who
attends such meeting, in person or by proxy, or signed waiver
of notice either before or after such meeting. Notice of any
adjourned meeting of stockholders need not be given, unless
otherwise required by statute.
5. Voting List. At least ten (10) days before every meeting of
stockholders, a complete list of the shareholders entitled to vote
there at or any adjournment thereof, arranged in alphabetical order,
showing the address of each shareholder and the number of shares
registered in the name of each, shall be prepared by the officer or
agent of the Corporation who has charge of the stock transfer books
of the Corporation. Such list shall be open at the principal office
of the Corporation to the inspection of any shareholder during usual
business hours for a period of at least ten (10) days prior to such
meeting. Such list shall also be produced and kept at the time and
place of the meeting during the whole time thereof and subject to
the inspection of any shareholder who may be present.
6. Organization. The President or Vice President shall call meetings
of stockholders to order and act as chairman of such meetings. In
the absence of said officers, any shareholder entitled to vote
thereat, or any proxy of any such shareholder, may call the meetings
to order and a chairman shall be elected by a majority of the
stockholders entitled to vote thereat. In the absence of the
Secretary and
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Assistant Secretary of the Corporation, any person appointed by the
chairman shall act as secretary of such meetings.
7. Agenda and Procedure. The Board of Directors shall have the
responsibility of establishing an agenda for each meeting of
stockholders, subject to the rights of stockholders to raise matters
for consideration which may otherwise properly be brought before the
meeting although not included within the agenda. The chairman shall
be charged with the orderly conduct of all meetings of stockholders;
provided, however, that in the event of any difference in opinion
with respect to the proper course of action which cannot be resolved
by reference to statute, the Articles of Incorporation or these
Bylaws, Robert's Rule of Order (as last revised) shall govern the
disposition of the matter.
8. Quorum. (a) Except as otherwise provided herein, or by statute, or
in the Certificate of Incorporation (such certificate and any
amendments thereof being hereinafter collectively referred to as the
"Certificate of Incorporation"), at all meetings of stockholders of
the Corporation, the presence at the meetings of stockholders of the
Corporation, presence at the commencement of such meetings in person
or by proxy of stockholders holding of record a majority of the
total number of shares of the Corporation then issued and
outstanding and entitled to vote, shall be necessary and sufficient
to constitute a quorum for the transaction of any business. The
withdrawal of any stockholder after the commencement of a meeting
shall have no effect on the existence of a quorum, after a quorum
has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special
meeting of stockholders, the stockholders, by a majority of
the votes cast by the holders of shares entitled to vote
thereat, may adjourn the meeting.
9. Adjournment. When a meeting is for any reason adjourned to another
time or place, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting any business may be
transacted which might have been transacted at the original meeting.
10. Voting. (a) Each shareholder shall at every meeting of stockholders,
or with respect to corporate action which may be taken without a
meeting, be entitled to one vote for each share of stock having
voting power held of record by such shareholder on the record date
designated therefor pursuant to section 3 of Article XI of these
Bylaws (or the record date established pursuant to statute in the
absence of such designation); provided that the cumulative system of
voting for the election of directors or for any other purpose shall
not be allowed.
(b) Each shareholder so entitled to vote at a meeting of
stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may vote or express such
consent or dissent in person or may authorize another person
or persons to vote or act for him by proxy executed in writing
by such shareholder (or by his duly authorized attorney in
fact) and delivered to the secretary of the meeting (or if
there is
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no meeting to the Secretary of the Corporation); provided that
no such proxy shall be voted or acted upon after eleven (11)
months from the date of its execution, unless such proxy
expressly provides for a longer period.
(c) When a quorum is present at any meeting of stockholders, the
vote of the holders of a majority of the shares of stock
having voting power present in person or represented by proxy
shall decide any question brought before such meeting, unless
the question is one upon which by express provision of a
statute, or the Articles of Incorporation, or these Bylaws, a
different vote is required, in which case such express
provision shall govern and control the decision on such
question.
11. Inspectors. The chairman of the meeting may at any time appoint one
(1) inspector to serve at a meeting of the stockholders. Such
inspectors shall decide upon the qualifications of voters, including
the validity of proxies, accept and count the votes for and against
the questions presented, report the results of such votes, and
subscribe and deliver to the secretary of the meeting a certificate
stating the number of shares of stock issued and outstanding and
entitled to vote thereon and the number of shares voted for and
against the questions presented. The inspectors need not be
stockholders of the Corporation, and any director or officer of the
Corporation may be an inspector on any question other than a vote
for or against his election to any position with the Corporation or
on any other question in which he may be directly interested.
ARTICLE III
Board of Directors
1. Election and Tenure. The business and affairs of the Corporation
shall be managed by a Board of Directors who shall be elected at the
annual meetings of stockholders by plurality vote. Each director
shall be elected to serve and to hold office until the next
succeeding annual meeting and until his successor shall be elected
and shall qualify, or until his earlier death, resignation or
removal.
2. Number and Qualification. The Board of Directors shall consist of
not less than two (2) nor more than nine (9) members, unless and
until otherwise determined by a vote of a majority of the entire
Board of Directors. Any person who has been convicted of a felony
within the preceding twenty (20) years is not eligible to serve as a
member of the Board of Directors.
3. Organization Meetings. As soon as practicable after each annual
election of directors, the Board of Directors shall meet for the
purpose of organization, selection of a Chairman of the Board,
election of officers and the transaction of any other business.
4. Regular Meetings. Regular meetings of the Board of Directors shall
be held at such time or times as may be determined by the Board of
Directors and specified in the notice of such meeting.
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5. Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President and shall be
called by the President or Secretary on the written request of any
two (2) directors.
6. Place of Meetings. Any meeting of the Board of Directors may be held
at such place or places as shall from time to time be determined by
the Board of Directors or fixed by the Chairman of the Board and as
shall be designated in the notice of the meeting.
7. Notice of Meetings. Notice of each meeting of directors, whether
organizational, regular or special, shall be given to each director.
If such notice is given either (a) by delivering written or printed
notice to a director personally or (b) by telephone personally to
such director, it shall be so given at least two (2) days prior to
the meeting. If such notice is given either (a) by depositing a
written or printed notice in the United States mail, postage
prepaid, or (b) by transmitting a cable or telegram or facsimile in
all cases directed to such director at his residence or place of
business, it shall be so given at least four (4) days prior to the
meeting. The notice of all meetings shall state the place, date and
hour thereof, but need not, unless otherwise required by statute,
state the purpose or purposes thereof.
8. Election. Except as may otherwise be provided herein or in the
Certificate of Incorporation by way of cumulative voting rights the
members of the Board of Directors of the Corporation, who need not
be stockholders, shall be elected by a majority of the votes cast at
a meeting of stockholders, by the holders of shares of stock present
in person or by proxy, entitled to vote in the election.
9. Quorum. A majority of the number of directors fixed by paragraph 2
of this Article III shall constitute a quorum at all meetings of the
Board of Directors, and the vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a quorum at any such
meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice, other than announcement at
the meeting, until a quorum shall be present.
10. Organization, Agenda and Procedure. The Chairman of the Board or in
his absence any director chosen by a majority of the directors
present shall act as chairman of the meetings of the Board of
Directors. In the absence of the Secretary and Assistant Secretary,
any person appointed by the chairman shall act as secretary of such
meetings. The agenda of and procedure for such meetings shall be as
determined by the Board of Directors.
11. Resignation. Any director of the Corporation may resign at any time
by giving written notice of his resignation to the Board of
Directors, to the Chairman of the Board, the President, any Vice
President or the Secretary of the Corporation. Such resignation
shall take effect at the date of receipt of such notice or at any
later time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary
to make it effective.
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12. Removal. Except as otherwise provided in the Articles of
Incorporation or in these Bylaws, any director may be removed,
either with or without cause, at any time, by the affirmative vote
of the holders of a majority of the issued and outstanding shares of
stock entitled to vote for the election of directors of the
Corporation given at a special meeting of the stockholders called
and held for such purpose. The vacancy in the Board of Directors
caused by any such removal may be filled by such stockholders at
such meeting or, if the stockholders at such meeting shall fail to
fill such vacancy, by the Board of Directors as provided in
paragraph 12 of this Article III.
13. Vacancies. Except as provided in paragraph 11 of this Article III,
any vacancy occurring for any reason in the Board of Directors may
be filled by the affirmative vote of a majority of the directors
then in office, though less than a quorum of the Board of Directors.
Any directorship to be filled by the affirmative vote of a majority
of the directors then in office or by an election at an annual
meeting or at a special meeting of stockholders called for that
purpose. A director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office and shall hold
office until the expiration of such term and until his successor
shall be elected and shall qualify or until his earlier death,
resignation or removal. A director chosen to fill a position
resulting from an increase in the number of directors shall hold
office until the next annual meeting of stockholders and until his
successor shall be elected and shall qualify, or until his earlier
death, resignation or removal.
14. Executive Committee. The Board of Directors, by resolution adopted
by a majority of the number of directors fixed by paragraph 2 of
this Article III, may designate two (2) or more directors to
constitute an executive committee, which committee, to the extent
provided in such resolution, shall have and may Corporation.
15. Compensation of Directors. Each director may be allowed such amount
per annum or such fixed sum for attendance at each meeting of the
Board of Directors or any meeting of an executive committee, or
both, as may be from time to time fixed by resolution of the Board
of Directors, together with reimbursement for the reasonable and
necessary expenses incurred by such director in connection with the
performance of his duties. Nothing herein contained shall be
construed to preclude any other capacity and receiving proper
compensation therefor.
16. Duties and Powers. The Board of Directors shall be responsible for
the control and management of the affairs, property and interests of
the Corporation and may exercise all powers of the Corporation,
except as are in the Certificate of Incorporation or by statute
expressly conferred upon or reserved to the stockholders.
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ARTICLE IV
Waiver of Notice and Action by Consent
1. Waiver of Notice. Whenever any notice whatever is required to be
given under the provisions of a statute or of the Articles of
Incorporation, or by these Bylaws, a waiver thereof either in
writing signed by the person entitled to said notice (or such
person's agent or attorney in fact thereunto authorized) or by
telegraph, cable, facsimile or any other available method, whether
before, at or after the time stated therein, or the appearance of
such person or persons at such meeting in person or by proxy (except
for the sole purpose of challenging the propriety of the meeting),
shall be deemed equivalent to such notice.
2. Action Without a Meeting. Any action required or which may be taken
at a meeting of the directors, stockholders or members of any
executive committee of the Corporation, may be taken without a
meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, stockholders, or members of
the executive committee, as the case may be, entitled to vote with
respect to the subject matter thereof.
ARTICLE V
Officers
1. Election and Tenure. The Board of Directors annually shall elect a
President, a Secretary, and a Treasurer. The Board of Directors may
also elect or appoint such Vice Presidents, other officers and
assistant officers as may be determined by the Board of Directors.
The Board of Directors may delegate to any such officer the power to
appoint or remove subordinate officers, agents, or employees. Each
officer so elected or appointed shall continue in office until his
successor shall be elected or appointed and shall qualify, or until
his earlier death, resignation or removal. Any person who has been
convicted of a felony within the preceding twenty (20) years is not
eligible to serve as an officer or an assistant officer.
2. Resignation, Removal and Vacancies. Any officer may resign at any
time by giving written notice thereof to the Board of Directors or
to the President. Such resignation shall take effect on the date
specified therein and no acceptance of the same shall be necessary
to render the same effective. Any officer may at any time be
removed the by the affirmative vote of a majority of the number of
directors specified in section 2 of Article III of these Bylaws, or
by an executive committee thereunto duly authorized. If any office
becomes vacant for any reason, the vacancy may be filled by the
Board of Directors. An Officer appointed to fill a vacancy shall be
appointed for the unexpired term of his predecessor in office and
shall continue in office until his successor shall be elected or
appointed and shall qualify, or until his earlier death, resignation
or removal.
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3. President. The President shall be the chief executive officer of the
Corporation. He shall preside at all meetings of the stockholders
and shall have general and active management of the business of the
Corporation. He shall see that all orders and resolutions of the
Board of Directors are carried into effect and in general shall
perform all duties as may from time to time be assigned to him by
the Board of Directors.
4. Vice President. The Vice President shall perform such duties and
possess such powers as from time to time may be assigned to them by
the Board of Directors or by the President. In the absence of the
President or in the event of his inability or refusal to act, the
vice president (or in the event there be more than one vice
president, the vice presidents in the order designated, or in the
absence of any designation, then in the order of their election or
appointment) shall perform the duties of the President and when so
performing shall have all the powers of and be subject to all the
restrictions upon the President.
5. Secretary. The Secretary shall perform such duties and shall have
such powers as may from time to time be assigned to him by the Board
of Directors or the President. In addition, the Secretary shall
perform such duties and have such powers as are incident to the
office of Secretary, including without limitation the duty and power
to give notice of all meetings of stockholders and the Board of
Directors, to attend such meetings and keep a record of the
proceedings, and to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents, the
execution of which on behalf of the Corporation is authorized by
these Bylaws or by the action of the Board of Directors.
6. Treasurer. The Treasurer shall perform such duties and shall have
such powers as may from time to time be assigned to him by the Board
of Directors or the President. In addition, the Treasurer shall
perform such duties and have such powers as are incident to the
office of Treasurer, including without limitation the duty and power
to keep and be responsible for all funds and securities of the
Corporation, to deposit funds of the Corporation in depositories
selected in accordance with these Bylaws, disburse such funds as
ordered by the Board of Directors, making proper accounts thereof,
and shall render as required by the Board of Directors statements of
all such transactions as Treasurer and of the financial condition of
the Corporation.
7. Assistant Secretaries. The Assistant Secretaries shall perform such
duties and possess such powers as from time to time shall be
assigned to them by the Board of Directors, the President or the
Secretary. In the absence, inability or refusal to act of the
Secretary, the Assistant Secretaries in the order determined by the
Board of Directors shall perform the duties and exercise the powers
of the Secretary.
8. Assistant Treasurers. The Assistant Treasurers shall perform such
duties and possess such powers as from time to time shall be
assigned to them by the Board of Directors, the President, or the
Treasurer. In the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurers in the order determined by the
Board of Directors shall perform the duties and exercise the powers
of the Treasurer.
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9. Bond of Officers. The Board of Directors may require any officer to
give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for such
terms and conditions as the Board of Directors may specify,
including without limitation for the faithful performance of his
duties and for the restoration to the Corporation of all property in
his possession or under his belonging to the Corporation.
10. Salaries. Officers of the Corporation shall be entitled to such
salaries, emoluments, compensation or reimbursement as shall be
fixed or allowed from time to time by the Board of Directors.
ARTICLE VI
Indemnification
1. Third party actions. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative (other than an
action by or in the right of the Corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
2. Derivative Actions. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Corporation, except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability and in view
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of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court
shall deem proper.
3. Extent of Indemnification. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding
referred to in sections 1 and 2 of this Article VI, or in defense of
any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
4. Determination. Any indemnification under sections 1 and 2 of this
Article VI (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the officer, director and
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in sections 1 and 2 of
this Article VI. Such determination shall be made (a) by the Board
of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suitor proceeding, or (b) if
such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in
a written opinion, or (c) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented
at a meeting called for such purpose.
5. Payment in Advance. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation
in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors as provided in
Section 4 of this Article VI upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this Article
VI.
6. Insurance. The Board of Directors may exercise the Corporation's
power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability hereunder or otherwise.
7. Other Coverage. The indemnification provided by this Article VI
shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the Articles of
Incorporation, these Bylaws, agreement, vote of stockholders or
disinterested directors, the Colorado Corporation Code, or
otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs and
personal representatives of such a person.
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ARTICLE VII
Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies
1. Execution of Instruments. The President or any Vice President shall
have power to execute and deliver on behalf and in the name of the
Corporation any instrument requiring the signature of an officer of
the Corporation, except as otherwise provided in these Bylaws or
where the execution and delivery thereof shall be expressly
delegated by the Board of Directors to some other officer or agent
of the Corporation. Unless authorized so to do by these Bylaws or
by the Board of Directors, no officer, agent or employee shall have
any power or authority to bind the Corporation in any way, to pledge
its credit or to render it liable pecuniarily for any purpose or in
any amount.
2. Loans. No loan shall be contracted on behalf of the Corporation,
and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or
a standing committee designated by the Board of Directors so to act.
Such authority may be general or confined to specific instances.
When so authorized, the officer or officers thereunto authorized may
effect loans at any time for the Corporation from any bank or other
entity and for such loans may execute and deliver promissory notes
or other evidences of indebtedness of the Corporation, and when
authorized as aforesaid, as security for the payment of any and all
loans (and any obligations incident thereto) of the Corporation, may
mortgage, pledge, or otherwise encumber any real or personal
property, or any interest therein, at any time owned or held by the
Corporation, and to that end may execute and deliver such
instruments as may be necessary or proper in the premises.
3. Checks and Endorsements. All checks, drafts or other orders for the
payment of money, obligations, notes or other evidences of
indebtedness, bills of lading, warehouse receipts, trade
acceptances, and other such instruments shall be signed or endorsed
by such officers or agents of the Corporation as shall from time to
time be determined by resolution of the Board of Directors, which
resolution may provide for the use of facsimile signatures.
4. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the Corporation's credit in such
banks or other depositories as shall from time to time be determined
by resolution of the Board of Directors, which resolution may
specify the officers or agents of the Corporation who shall have the
power, and the manner in which such power shall be exercised, to
make such deposits and to endorse, assign and deliver for collection
and deposit checks, drafts and other orders for the payment of money
payable to the Corporation or its order.
5. Proxies. Unless otherwise provided by resolution adopted by the
Board of Directors, the President or any Vice President may from
time to time appoint one or more agents or attorneys in fact of the
Corporation, in the name and on behalf of the Corporation, to cast
the votes which the Corporation may be entitled to cast as the
holder of stock or other securities in any other Corporation,
association or
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other entity any of whose stock or other securities may be held by
the Corporation, at meetings of the holders of the stock or other
securities of such other Corporation, association or other entity,
or to consent in writing, in the name of the Corporation as such
holder, to any action by such other Corporation, association or
other entity, and may instruct the person or persons so appointed as
to the manner of casting such votes or giving such consent, and may
execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, all such
written proxies or other instruments as he may deem necessary or
proper in the premises.
ARTICLE VIII
Shares of Stock
1. Certificates of Stock. Every holder of stock of the Corporation
shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of
stock to which such shares belong, which shall otherwise be in such
form as is required by law and as the Board of Directors shall
prescribe. Each such certificate shall be signed by the President
or a Vice President and the Treasurer or any Assistant Treasurer or
the Secretary or any Assistant Secretary of the Corporation;
provided, however, that where such certificate is signed or
countersigned by a transfer agent or registrar (other than the
Corporation or any employee of the Corporation) the signatures of
such officers of the Corporation may be in facsimile form. In case
any officer of the Corporation who shall have signed, or whose
facsimile signature shall have been placed on, any certificate shall
cease for any reason to be such officer before such certificate
shall have been issued or delivered by the Corporation, such
certificate may nevertheless be issued and delivered by the
Corporation as though the person who signed such certificate, or
whose facsimile signature shall have been placed thereon, had not
ceased to be such officer of the Corporation.
2. Record. A record shall be kept of the name of each person or other
entity holding the stock represented by each certificate for shares
of the Corporation issued, the number of shares represented by each
such certificate, and the date thereof, and, in the case of
cancellation, the date of cancellation. The person or other entity
in whose name shares of stock stand on the books of the Corporation
shall be deemed the owner thereof, and thus a holder of record of
such shares of stock. For all purposes as regards the Corporation.
3. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by
the registered holder thereof, or by his attorney thereunto
authorized, and on the surrender of the certificate or certificates
for such shares properly endorsed.
4. Transfer Agents and Registrars; Regulations. The Board of Directors
may appoint one or more transfer agents or registrars with respect
to shares of stock of the Corporation. The Board of Directors may
make rules and regulations as it may deem expedient, not
inconsistent with these Bylaws, concerning the issue, transfer and
registration of certificates for shares of the stock of the
Corporation.
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5. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss or destruction of the
certificate representing the same. The Corporation may issue a new
certificate in the place of any certificate previously issued by it,
alleged to have been lost or destroyed. On production of such
evidence of loss or destruction as the Board of Directors in its
discretion may require, the owner of the lost or destroyed
certificate, or his legal representatives, to give the Corporation a
bond in such sum as the Board may direct, and with such surety or
sureties as may be satisfactory to the Board to indemnify the
Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or
bond when, in the judgment of the Board of Directors, it is proper
to do so.
ARTICLE IX
Corporate Seal
1. Corporate Seal. The corporate seal shall be in such form, as shall
be approved by resolution of the Board of Directors. Said seal may
be used by causing it or a facsimile thereof to be impressed or
affixed or in any other manner reproduced. The impression of the
seal may be made and attested by either the Secretary or an
Assistant Secretary for the authentication of contracts or other
papers requiring the seal.
ARTICLE X
Fiscal Year
1. Fiscal Year. The fiscal year of the Corporation shall be such year
as shall be established by the Board of Directors.
ARTICLE XI
Corporate Books and Records
1. Corporate Books. The books and records of the Corporation may be
kept within or without the State of Colorado at such place or places
as may be from time to time designated by the Board of Directors.
2. Addresses of Stockholders. Each shareholder shall furnish to the
Secretary of the Corporation or the Corporation's transfer agent an
address to which notices from the Corporation, including notices of
meetings, may be directed and if any shareholder shall fail so to
designate such an address, it shall be sufficient for any such
notice to be directed to such shareholder at his address last known
to the Secretary or transfer agent.
3. Record Date. In lieu of closing the stock ledger of the
Corporation, the Board of Directors may fix, in advance, a date not
exceeding sixty (60) days, nor less then
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ten (10) days, as the record date for the determination of
stockholders entitled to receive notice of, or to vote at, any
meeting of stockholders, or to consent to any proposal without a
meeting, or for the purposes of determining stockholders entitled to
receive payment of any dividends or allotment of any rights, or for
the purpose of any other action. If no record date is fixed, the
record date for the determination of stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given,
or, if no notice is given, the day preceding the day on which the
meeting is held; the record date for determining stockholders for
any other purpose shall be at the close of business on the day on
which the resolution of the directors relating thereto is adopted.
When a determination of stockholders of record entitled to notice of
or to vote at any meeting of stockholders has been made as provided
for herein, such determination shall apply to any adjournment
thereof, unless the directors fix a new record date for the
adjourned meeting.
4. Audits of Books and Accounts. The corporation's books and accounts
shall be audited at such times and by such auditors as shall be
specified and designated by resolution of the Board of Directors.
ARTICLE XII
Emergency Bylaws
1. Emergency Bylaws. The Board of Directors may adopt emergency Bylaws
in accordance with and pursuant to the provisions therefor from time
to time set forth in the Colorado Corporation code.
ARTICLE XIII
Amendments
1. Amendments. All Bylaws of the Corporation shall be subject to
alteration, amendment or repeal, and new bylaws may be added, by the
affirmative vote of a majority of a quorum of the members of the
Board of Directors at any regular or special meeting.
The undersigned directors have adopted the foregoing Bylaws as the initial
Bylaws of Global Entertainment Holdings/Equities, Inc.
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