UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
|_| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
|X| Definitive Information Statement
SEAMLESS CORPORATION.
(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:
--------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
--------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction
--------------------------------------------------------------------
5. Total fee paid
--------------------------------------------------------------------
|_| Check box if any party 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.
SEAMLESS CORPORATION
800 NORTH RAINBOW BLVD., SUITE 208
LAS VEGAS, NEVADA 89107
(702) 448-1861
TO THE STOCKHOLDERS OF SEAMLESS CORPORATION:
This Information Statement is furnished to the stockholders of Seamless
Corporation, a Nevada corporation ("Seamless" or the "Corporation"), in
connection with the following corporate action taken pursuant to the resolution
of the Board of Directors of the Corporation and the written consent of holders
of in excess of 50% of the voting rights of Seamless providing for shareholder
authorization to the board of directors of the Corporation for the
reincorporation of the Corporation to the State of Florida from the State of
Nevada to be accomplished by the merger of the Corporation with a wholly owned
subsidiary of GDT TEK, Inc., a Florida corporation with the Corporation
surviving the merger as a wholly owned subsidiary of GDT TEK, Inc.
SEAMLESS IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO NOT SEND A
PROXY. Because the written consent of holders of a majority of our voting power
satisfies all applicable shareholder voting requirements, we are not asking you
for a proxy; please do not send us one.
This information statement is being mailed on or about October 15, 2009, to
the shareholders of record at the close of business on September 15, 2009 (the
"Record Date").
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Albert R. Reda
-------------------------
Albert R. Reda, President
This information statement is being furnished to all holders of the common stock
of Seamless in connection with the proposed action by Written Consent to
authorize the board of directors to carry out the process to move the domicile
of the Corporation from the State of Nevada to the State of Florida.
ITEM 1.
-------
INFORMATION STATEMENT
---------------------
This information statement is being furnished to all holders of the common stock
of Seamless, in connection with resolutions of the Board of Directors and the
written consent of the holders of in excess of 50% of the voting rights of the
shareholders of Seamless. The board of directors, as approved by the written
consent of the holders of in excess of 59% of the voting rights of the
shareholders of Seamless, provides public notice of the approval and
authorization to carry out the process of moving the domicile of Seamless from
the State of Nevada to the State of Florida.
The Board of Directors, and persons owning a majority of the outstanding voting
securities of Seamless, have unanimously adopted, ratified and approved the
proposed actions by the Seamless board of directors. No other votes are required
or necessary. See the caption "Vote Required for Approval" below. Such action by
our shareholders will be effective 20 calendar days after the date this
Information Statement is first mailed to our shareholders and after the filing
of required notices with the Nevada Secretary of State's office and the State of
Florida.
The Quarterly Report on Form 10-Q for quarterly period ended March 31, 2009 and
the Annual Report on Form 10-K for the year ended June 30, 2008, and any reports
on Form 8-K filed by Seamless during the past year with the Securities and
Exchange Commission may be viewed on the Securities and Exchange Commissions web
site at www.sec.gov in the Edgar Archives. Seamless is presently current in the
filing of all reports required to be filed by it. See the caption Additional
Information, below.
GRANT AUTHORITY TO THE BOARD OF DIRECTORS TO THE REINCORPORATION MERGER
Seamless' board had determined that it would be in the Corporation's best
interest in the near future to move the domicile and state of registry of the
Corporation from Nevada to Florida and has received the consent of holders of a
majority of the voting rights of the Corporation's securities to authorize the
board to conduct such a move, with the timing and process to be made at the
Board's discretion.
The board believes that the move to Florida would provide for a better business
environment for the Corporation and the Corporation will benefit from the
increased employment base in Florida and Florida's lower tax and operational
costs. The Corporation holds numerous patents that would take time, effort and
expense to transfer to a new entity and this structure with the Corporation
surviving the merger and becoming a subsidiary of a Florida corporation allows
the Corporation to reap the benefits previously described while saving the time,
effort and expense of transferring its patents.
The primary purposes of the move are to accomplish the following:
Increase the employment base from which to expand operations from.
For the above reasons, the board believes that the move is in the best interest
of the Corporation and its shareholders. There can be no assurance, however,
that the move will have the desired benefits over the future as changes in
Florida fees and charges may alter any perceived savings or economies.
PROCESS TO REDOMICILE.
The Nevada corporation, Seamless Corporation, will enter into an agreement of
merger with a subsidiary of GDT TEK, Inc., that will allow for all debts,
assets, obligations, shares and the current officers to continue after the
merger is completed. Seamless Corporation, the Nevada corporation will survive
the merger. After the reincorporation merger, the Corporation will become a
wholly owned subsidiary of GDT TEK, Inc. and each share of common stock of the
Corporation will be exchanged for a share of common stock of GDT TEK, Inc. Upon
consummation of the reincorporation merger, the shareholders of the Corporation
will become shareholders of GDT TEK, Inc. which is a corporation formed under
the laws of the State of Florida and their rights as shareholders will be
governed by the laws of the State of Florida. Filings to formalize those actions
will be filed with the appropriate officials in the States of Nevada and
Florida. Upon the filing with the respective states being accepted and the
completion of the twenty day mailing waiting period required under the
Securities Exchange Act of 1934 for this Information Statement, the actions
described will then become final and the shareholders of the Corporation will be
shareholders of GDT TEK, Inc.
1
Seamless is currently authorized to issue 20,000,000,000 shares of its common
stock of which 10,394,580,963 shares are currently issued and outstanding,
2,000,000 shares of Preferred A Stock, which have no voting rights and convert
into 10,000 shares of common stock per share, 1,000,000 shares of Preferred B
Stock, which have no voting rights and convert into 1,000 shares of common
stock, shares of Preferred C Stock which have no voting rights and convert into
$1.00 worth of common stock and 4,000,000 shares of Preferred D Stock, which has
no conversion rights and each share holds voting rights equal to 10,000 shares
of common stock. Currently, shareholders holding votes equal to not less than
13,868,480,000 of the voting rights have consented in writing to the proposal,
this constitutes approval of not less than 59% of the voting rights entitled to
vote in any shareholder action. The stated voting rights of the preferred shares
outlined above will constitute a majority of all votes on any matter presented
to the shareholders.
EFFECT OF THE CHANGE IN DOMICILE
--------------------------------
The change in domicile will not result in a change in management, assets,
liabilities or net worth. As previously stated, the Florida corporation in which
the shareholders will own stock will have the name GDT TEK, Inc. and its
principal place of business will move to Florida. The name of the Florida
corporation will reflect the fact that Seamless has expanded its product line.
Although it is still in the same line of business as in the past, it has
recently begun to sell additional gadgets and technology of multiple
manufacturers as opposed to the sale of products solely manufactured by
Seamless. Therefore, it believes the name GDT TEK, Inc. is more reflective of
its product mix.
The articles of incorporation and bylaws of both corporations will be similar.
The existing Florida corporation will have total authorized preferred stock as
currently authorized by the Nevada corporation, with the same rights and
designations as currently exists and the total number of authorized common stock
shall also remain the same as currently authorized. However, there will be
certain procedural differences such as the registered office and agent of
Seamless will be an office and agent in Nevada and for GDT TEK, Inc. will be an
office and agent in Florida. There are also substantive differences between the
Nevada corporate law and the Florida corporate law. Certain substantive changes
to the Articles of Incorporation, Bylaws and many of the material differences
between Nevada and Florida law are discussed below. Such summary does not
purport to be complete and is qualified in its entirety by reference to the
Nevada and Florida corporate laws and our Articles of Incorporation and Bylaws.
All issued and outstanding options, warrants, and convertible securities would
be appropriately adjusted for the reincorporation merger and all shares
outstanding on the effective date of the reincorporation merger would convert
into shares of the new Florida corporation with the same rights, options, voting
powers and entitlements as previously held through the Nevada corporation. All
shares, options, warrants or convertible securities that the Corporation has
agreed to issue (or agrees to issue prior to the effective date of the move)
also will be appropriately adjusted to reflect the new Florida Corporation.
After the reincorporation merger is authorized and completed administratively
there will not be a requirement that shareholders obtain new or replacement
share certificates. Each holder of record of shares of the Corporation's common
stock that is outstanding on the effective date of the move may contact the
Corporation's transfer agent to exchange the old Nevada certificates for new
Florida certificates representing the number of shares of common shares into
which the existing shares have been converted as a result of the reincorporation
merger.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934 (the
"Exchange Act"), GDT TEK, Inc. will be a successor to the Corporation and its
common shares will be registered under Section 12 (b) of the Exchange Act.
Changes from Nevada law to Florida law
As a result of the reincorporation merger, GDT TEK, Inc. will now be governed by
Florida corporation laws. The following chart summarizes some of the material
differences between the Nevada Revised Statutes ("NRS") and the Florida Business
Corporation Act ("FBCA"). This chart does not address each difference between
Nevada and Florida law but focuses on some of the differences the Corporation
believes are most relevant to existing shareholders. This chart is not intended
as an exhaustive list of all differences and is qualified in its entirety by
reference to Nevada and Florida law.
2
Florida Law Nevada Law
--------------------------------------- ---------------------------------------
1. Removal of Directors Generally, shareholders may remove Any director or one or more of the
directors, with or without cause, by incumbent directors may be removed
a vote of the holders of a majority from office by the vote of
of the shares entitled to vote in an stockholders representing not less
election of directors. than two-thirds of the voting power
of the issued and outstanding stock
entitled to vote.
2. Filling Vacancies A vacancy on the board of directors All vacancies, including those caused
of the Board of may be filled by the majority vote of by an increase in the number of
Directors the remaining directors, may be filled by a
directors. majority of the remaining directors,
though less than a quorum, unless it
is otherwise provided in the articles
of incorporation.
3. Notice of Notice of shareholder meetings must A copy of the notice must be
Shareholder Meetings be given no less than 10 and no more delivered personally, mailed postage
than 60 days before a meeting. prepaid or given to each stockholder
of record entitled to vote at the
meeting not less than 10 nor more
than 60 days before the meeting.
4. Call for Special Special meetings of shareholders may Special meetings of stockholders
Shareholder Meetings be called by the board of directors may be called by: (i) a corporation's
or by a person authorized by the board of directors; (ii) the
articles of incorporation or by the persons authorized by the articles of
holders of not less than 10% of all incorporation or bylaws; or (iii)
votes entitled to be cast on any the holders of not less than 10% of
issue considered at the proposed all votes entitled to be cast on any
special meeting. issue to be considered at the
proposed special meeting. A
corporation's articles of
incorporation may require a higher
percentage of votes, up to a maximum
of 50% to call a special
meeting of stockholders.
5. Shareholder Consent Shareholder action may be taken Shareholder action without a meeting
in Lieu of Meeting without a meeting by a written may be taken upon the written consent
consent signed by shareholders having of the holders of that number
at least the minimum number of votes of shares necessary to authorize the
that would be necessary to authorize proposed corporate action being
the action at a meeting. The taken, unless the certificate of
company's charter may prohibit action incorporation or articles of
by consent. incorporation expressly provide
otherwise.
6. Nomination of Under Florida law, a company may Generally, the board of directors
Directors place reasonable notice, time and has the authority to set the date,
place restrictions on shareholder time and place for the annual meeting
nominations of of the stockholders.
directors.
3
Florida Law Nevada Law
--------------------------------------- ---------------------------------------
7. Dissenter's Rights Shareholders are entitled to exercise Unless otherwise provided in the
dissenter's rights and receive fair articles of incorporation or the
value for their shares in the event bylaws of the issuing corporation in
of a merger if the holders comply effect on the 10th day following the
with the requirements of the acquisition of a controlling interest
FBCA. by an acquiring person, if the
control shares are accorded full
- no vote of the stockholders is voting rights, and the acquiring
required for a merger, or person has acquired control shares
with a majority or more of all the
- shares of the corporation are voting power, any stockholder, other
listed on a national securities than the acquiring person, whose
exchange, traded on the Nasdaq shares are not voted in favor of
National Market System or held of authorizing voting rights for the
record by fewer than 2,000 control shares may dissent and obtain
stockholders. payment of the fair value of his
shares.
Unlike the FBCA, the NRS does not
provide for dissenters'
rights in the case of a sale of
assets. Like the FBCA, the NRS
similarly limits dissenters rights,
when the shares of the corporation
are listed on a national securities
exchange included in the National
Market System established by the
National Association of Securities
Dealers, Inc. or are held by at least
2,000 stockholders of record, unless
the stockholders are required to
accept in exchange for their shares
anything other than cash or (i)
shares in the surviving corporation,
(ii) shares in another entity that is
publicly listed or held by more than
2,000 stockholders, or (iii) any
combination of cash or shares in an
entity described in (i) or (ii).
8. Dividends and Subject to any restrictions contained Distributions to stockholders are
Distributions in a corporation's charter, the prohibited if the distributions
directors generally may declare and would
pay dividends:
- render the corporation unable to
- Out of surplus (defined as the pay its debts as they become due in
excess, if any, of net assets over the usual course of business and
stated capital) or, when no surplus - render the corporation's total
exists, assets less than the sum of its
- Out of net profits for the fiscal total liabilities plus the amount
year in which the dividend is that would be needed to satisfy
declared and/or the preceding fiscal the preferential rights upon
year. dissolution of stockholders whose
preferential rights are superior
Dividends may not be paid out of net to those receiving the distribution.
profits if the stated capital of the
corporation is less than the
aggregate amount of stated capital
represented by the issued and
outstanding stock of all classes
having a preference upon the
distribution of assets.
4
Florida Law Nevada Law
--------------------------------------- ---------------------------------------
9. Director Florida law has no residency The business of every corporation
Qualifications: requirement for directors. must be managed under the direction
of a board of directors or trustees,
all of whom must be natural persons
who are at least 18 years of age.
10. Number of Directors The number of directors of a Florida A corporation must have at least one
corporation shall be fixed by, or in director, and may provide in its
the manner provided in, the by-laws, articles of incorporation or in its
unless the charter fixes the number bylaws for a fixed number of
of directors. directors or a variable number of
directors, and for the manner in
which the number of directors may be
increased or decreased..
11. Indemnification of The FBCA authorizes, but does not The NRS permits discretionary and
Officers and require, a corporation to indemnify mandatory indemnification of
Directors the following
persons:
- Directors - Directors
- Officers - Officers
- Employees and - Employees and
- Agents - Agents
The corporation may indemnify against The Articles of Incorporation, the
all reasonable expenses (including bylaws or an agreement made by the
attorneys' fees) for all judgments, corporation may provide that the
fines and amounts paid in settlement. expenses of officers and directors
These indemnification rights are not incurred in defending a civil or
exclusive of other indemnification criminal action, suit or proceeding
rights must be paid by the corporation as
they are incurred and in advance of
the final disposition of the actions,
suit or proceeding, upon receipt of
an undertaking by or on behalf of the
director or officer to repay the
amount if it is ultimately determined
by a court of competent jurisdiction
that he is not entitled to be
indemnified by the corporation. These
indemnification rights are not
exclusive of other indemnification
rights
12. Requirements of Indemnification is only available Indemnification is only available if:
Indemnification if:
- The indemnified person was not
- The indemnified person acted in liable or acted in good faith and
good faith and in a manner which he in a manner which he reasonably
reasonably believed to be in, or not believed to be in or not opposed to
opposed to, the best interests of the the best interests of the corporation,
corporation and and
- In the case of a criminal - In the case of a criminal proceeding,
proceeding, had no reasonable cause had no reasonable cause to believe
to believe his conduct was his conduct was unlawful.
unlawful.
Indemnification is not permitted if .. A corporation may not indemnify a
the individual is held liable to the person if the person was adjudged to
company, unless the court determines be liable to the corporation unless
that the individual is fairly and a court otherwise orders.
reasonably entitled to indemnification
for the amount of expenses the court
deems proper.
5
Florida Law Nevada Law
--------------------------------------- ---------------------------------------
13. Determination of A corporation's determination of A corporation's determination of
Indemnification whether to indemnify someone is to be whether to indemnify someone is to be
made: made:
- By a majority vote of the - By the stockholders;
disinterested directors (even if - By the board of directors by
less than a majority vote of a quorum consisting
quorum); of directors who were not parties
- By a committee of disinterested to the action, suit or proceeding;
directors designated by the majority -If a majority vote of a
vote of the disinterested directors quorum consisting of directors who
(even if less than a quorum); were not parties to the actions,
suit or proceeding so orders, by
- By independent legal counsel if independent legal
there are no disinterested directors counsel in a written opinion; or
or if the disinterested directors so - If a quorum consisting of
direct; or directors who were not parties to the
- By the shareholders. action, suit or proceeding
cannot be obtained, by independent
Where the person defends a matter legal counsel in a written opinion.
successfully, indemnification for
reasonable expenses is mandatory.
Officers' and directors' expenses may
be paid in advance of final
disposition if the person agrees to
repay the advances if he is later
determined not to be entitled to
indemnification. Advance payment for
other employees is at the board's
discretion.
14. Insurance on Behalf The FBCA permits a corporation to The NRS permits a corporation to
of Indemnitees maintain insurance on behalf of an purchase and maintain insurance or
indemnitee against any liability or make other financial arrangements on
expenses incurred in the capacity in behalf of any person who is or was a
which he serves the corporation or director, officer, employee or agent
arising out of his status as such, of the corporation, or is or was
whether or not the corporation would serving at the request of the
have the power to indemnify him corporation as a director, officer,
against such expenses and liabilities employee or agent of another
under the applicable provisions of the corporation, partnership, joint
FBCA. venture, trust or other enterprise
for any liability asserted against
him and liability and expenses
incurred by him in his capacity as a
director, officer, employee or agent,
or arising out of his status as such,
whether or not the corporation has
the authority to indemnify him
against such liability and expenses.
15. Director Liability The certificate of incorporation Unless the articles of incorporation
includes such a provision. Under or an amendment thereto, provide for
Florida law, a director is not greater individual liability, a
personally liable for monetary director or officer is not
damages to any person for his actions individually liable to the
as a directors unless the director corporation or its stockholders or
breached his duties by way of: creditors for any damages as a result
of any act or failure to act in his
- a criminal violation, unless the capacity as a director or officer
directors has reasonable cause to unless it is proven that:
believe his conduct was unlawful or
had no reasonable cause to believe
his conduct was unlawful; -his act or failure to act
constituted a breach of his fiduciary
- a transaction from which the duties as a director or officer; and
director derived an improper personal
benefit;
-his breach of those duties
- declaration of unlawful involved intentional misconduct,
distributions; fraud or a knowing violation of law.
- in a derivative action, conscious
disregard by the director for the
best interests of the corporation or
willful misconduct by the director;
or
- in a third party action, reckless
or actions or omissions committed in
bad faith or with malicious purpose
or in a manner exhibiting wanton and
willful disregard of human rights,
safety or property.
6
Florida Law Nevada Law
--------------------------------------- ---------------------------------------
16. Amendment to The FBCA requires the approval of the The NRS requires the approval of the
Articles of holders of a majority of the holders of a majority of all
Incorporation outstanding stock entitled to vote outstanding shares entitled to vote
for any amendment to the certificate (with, in each case, each stockholder
of incorporation unless the level being entitled to one vote for each
of approval is increased by the share so held) to approve proposed
certificate of incorporation. If the amendments to a corporation's charter.
amendment proposes to change the The NRS does not require stockholder
number or par value of shares or approval for the board of directors
adversely affect the rights of a of a corporation to fix the voting
particular class of stock, that class powers, designation, preferences,
is entitled to vote separately on the limitations, restrictions and rights
amendment, whether or not it is of a class of stock provided that the
designated as voting stock. corporation's charter documents grant
such power to its board of directors.
The holders of the outstanding shares
of a particular class are entitled to
vote as a class on a proposed
amendment if the amendment would
alter or change the power, preferences
or special rights of one or more
series of any class so to affect them
adversely.
17. Amendment to the The FBCA provides shareholders with Unless otherwise prohibited by any
By-Laws the right to amend the bylaws, bylaw adopted by the stockholders,
although a corporation is permitted the directors may adopt, amend or
in its charter to give this right to repeal any bylaw, including any bylaw
the directors as well. Director action adopted by the stockholders. The
is subject to being amended by articles of incorporation may grant
shareholders the authority to adopt, amend or
repeal bylaws exclusively to the
directors.
18. Extraordinary Under the FBCA, a merger, Approval of mergers and
Actions consolidation or sale of all or consolidations and sales, leases or
substantially all of the assets of a exchanges of all or substantially all
corporation requires (a) approval by of the property or assets of a
the board of directors and (b) the corporation, whether or not in the
affirmative vote of a majority of the ordinary course of business,
outstanding stock of the corporation requires the affirmative vote or
entitled to vote thereon. The consent of the holders of a majority
FBCA allows the board of directors or of the outstanding shares entitled to
the articles of incorporation to vote, except that, unless required
establish a higher vote requirement. by the articles of incorporation, no
vote of stockholders of the
The FBCA does not require shareholder corporation surviving a merger is
approval from the necessary if:
shareholder of a surviving - The merger does not amend the
corporation if: articles of incorporation of the
- The articles of the surviving corporation;
corporation will not differ, with -Each outstanding share immediately
certain exceptions, from its articles prior to the merger is to be an
before the merger; and identical share after the merger, and
- Each shareholder of the surviving -Either no common stock of the the
corporation whose shares corporation and no securities or
were outstanding immediately prior to obligations convertible into common
the merger will hold the stock are to be issued in the merger,
same number of shares, with identical or the common stock to be issued in
designations, the merger, plus that initially
preferences, limitations and relative issuable on conversion of other
rights, immediately after. securities issued in the merger does
not exceed 20% of the common stock of
the corporation outstanding immediately
before the merger
7
Florida Law Nevada Law
--------------------------------------- ---------------------------------------
Under the FBCA, a parent corporation
owning at least 80 percent of the
outstanding shares of each class of a
subsidiary corporation may merge the
subsidiary into itself, may merge
itself into the subsidiary, or may
merge the subsidiary into and with
another subsidiary in which the parent
corporation owns at least 80 percent
of the outstanding shares of each class
of the subsidiary without the approval
of the shareholders of the parent or
subsidiary. In a merger of a parent
corporation into its subsidiary
corporation, the approval of the
shareholders of the parent corporation
shall be required if the articles of
incorporation of the surviving
corporation will differ, except for
amendments enumerated therein, from the
articles of incorporation of the parent
corporation before the merger, and the
required vote shall be the greater of the
vote required to approve the merger and
the vote required to adopt each change
to the articles of incorporation as if
each change had been presented as an
amendment to the articles of
incorporation of the parent corporation.
19. Transaction with Under the FBCA, no contract or other Under the NRS, a contract or other
Officers and transaction between a corporation transaction between a corporation and
Directors and one or more of its directors or any one or more of its directors or any
other corporation, firm, association, or other corporation, firm, association,
entity in which one or more of its or entity in which one or more of its
directors are directors or officers or directors are directors or officers
are financially interested shall be or are financially interested such
either void or voidable if: transactions are not automatically
- The fact of such relationship or void or voidable if
interest is disclosed or known to the - The fact of the common directorship,
board of directors or committee which office or financial interest is known
authorizes, approves, or ratifies the to the board of directors or
contract or transaction by a vote or committee, and the board or committee
consent sufficient for the purpose authorizes, approves or ratifies the
without counting the votes or consents contract or transactions in good
of such interested directors; faith by a vote sufficient for the
- The fact of such relationship or purpose, without counting the vote
interest is disclosed or known to or votes of the common or interested
the shareholders entitled to vote and director or directors, or
they authorize, approve, or ratify - The contract or transaction, in good
such contract or transaction by vote faith, is ratified or approved by the
or written consent; or holders of a majority of the voting
- The contract or transaction is fair power, or
and reasonable as to the corporation at - The fact of common directorship,
the time it is authorized by the board, office or financial interest known
a committee, or the shareholders. to the director or officer at the
time of the transactions is brought
before the board of directors for
actions, or
- The contract or transaction is fair
to the corporation at the time it is
authorized or approved.
8
Changes in Articles of Incorporation and Bylaws
The following chart summarizes some of the material differences between the
Articles of Incorporation and Bylaws of the Nevada and Florida corporations.
This chart does not address each difference between but focuses on some of the
differences the Corporation believes are most relevant to existing shareholders.
This chart is not intended as an exhaustive list of all differences. In
addition, attached as appendices are copies of the Florida and Nevada Articles
of Incorporation and Bylaws. The Florida charter documents are marked to reflect
differences from the Nevada charter documents.
Florida Charter Documents Nevada Charter Documents
1. Name GDT TEK, Inc. Seamless Corporation
2. Authorized Securities 20,000,000,000 shares of stock authorized 20,000,000,000 shares of stock authorized
of which 10,000,000 are preferred shares, of which 10,000,000 are preferred shares,
A, B and C are nonvoting; A, B and C are nonvoting;
2,000,000 shares Series A converts to 2,000,000 shares Series A converts to
10,000 shares of common 10,000 shares of common
1,000,000 shares Series B converts to 1,000,000 shares Series B converts to
1,000 shares of common 1,000 shares of common
3,000,000 shares of Series C converts 3,000,000 shares of Series C converts
$1.00 of common $1.00 of common
4,000,000 of Series D votes 10,000 votes 4,000,000 of Series D votes 10,000 votes
per share per share
3. Term of the Board of Directors One year term Three year term
4. Registered Agent USA-RA LLC American Corporate Enterprises, Inc.
841 Prudential Drive 123 West NYE LN STE# 129
Jacksonville, Florida Carson City, Nevada 89706
EXISTING CERTIFICATES SHOULD NOT BE SENT TO THE CORPORATION OR THE TRANSFER
AGENT BEFORE THE EFFECTIVE DATE OF THE FILING OF THE PROPOSED MOVE.
Unless and until the shareholder forwards a completed letter of transmittal,
together with certificates representing such shareholder's shares of Nevada
common stock to the transfer agent and receives in return a new certificate
representing shares of Florida common stock, such shareholder's existing common
stock shall be deemed equal to the number of shares of Florida common shares to
which such shareholder is entitled as a result of the move.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes certain material federal income tax
considerations relating to the proposed reincorporation merger. This discussion
is based upon the Internal Revenue Code, existing and proposed regulations
thereunder, legislative history, judicial decisions, and current administrative
rulings and practices, all as amended and in effect on the date hereof. Any of
these authorities could be repealed, overruled, or modified at any time. Any
such change could be retroactive and, accordingly, could cause the tax
consequences to vary substantially from the consequences described herein. No
ruling from the Internal Revenue Service (the "IRS") with respect to the matters
discussed herein has been requested, and there is no assurance that the IRS
would agree with the conclusions set forth in this discussion.
This discussion may not address federal income tax consequences that may be
relevant to particular shareholders in light of their personal circumstances or
to shareholders who may be subject to special treatment under the federal income
tax laws. This discussion also does not address any tax consequences under
state, local or foreign laws.
SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCE OF THE MOVE FOR THEM, INCLUDING THE APPLICABILITY OF ANY STATE,
LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR
PROPOSED LEGISLATION.
The reincorporation merger is intended to be a tax-free recapitalization to the
Corporation and its shareholders. Shareholders will not recognize any gain or
loss for federal income tax purposes as a result of the reincorporation merger.
The holding period for shares of common stock after the move will include the
holding period of shares of common stock before the reincorporation merger,
provided, that such shares of common stock are held as a capital asset at the
effective date of the amendment. The adjusted basis of the shares of common
stock after the move will be the same as the adjusted basis of the shares of
common stock before the reincorporation merger.
9
QUESTIONS AND ANSWERS REGARDING THE PROPOSAL AUTHORIZING THE BOARD TO CONDUCT
THE PROPOSED MOVE.
Q. WHY HAS THE PROPOSAL BEEN MADE TO AUTHORIZE THE REINCORPORATION MERGER FROM
NEVADA TO FLORIDA?
A. Our Board of Directors believes that the proposed reincorporation merger to
Florida would enable Seamless to be able to expand operations because of the
large work force available to the Corporation and allow the Corporation to save
the time, effort and expense of transferring its patents.
Q. HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSALS TO CONDUCT THE PROPOSED
REINCORPORATION MERGER?
A. All members of the Board of Directors have approved the proposed
reincorporation merger as is in the best interest of Seamless and the best
interest of the current shareholders of Seamless.
Q. WILL THE PROPOSED REINCORPORATION MERGER RESULT IN ANY TAX LIABILITY TO ME?
A. The proposed reincorporation merger is intended to be tax free for federal
income tax purposes.
Q. WHAT VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSAL BEING PASSED?
A. To approve the proposal, the affirmative vote of a majority of the voting
rights of the common stock and other shares holding voting rights is required.
Consents in favor of the proposal have already been received from shareholders
holding a majority of the voting securities of Seamless.
Q. WHO IS PAYING FOR THIS INFORMATION STATEMENT?
A. The Corporation will pay for the delivery of this information statement.
Q. WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A: Albert R. Reda, President of Seamless, 800 North Rainbow Blvd., Suite 208,
Las Vegas, Nevada 89107, telephone: (702) 448-1861.
VOTE REQUIRED FOR APPROVAL
--------------------------
Section 78.385 of the Nevada Revised Statutes provides an outline of the scope
of the amendments of the Articles of Incorporation allowed a Nevada Corporation.
This includes the amendment discussed herein. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Nevada corporation are
set forth in Section 78.390. Section 78.390 provides that proposed amendments
must first be adopted by the Board of Directors and then submitted to
shareholders for their consideration and must be approved by a majority of the
outstanding voting securities.
The Board of Directors of Seamless have adopted, ratified and approved the
proposal to authorize the reincorporation merger and shareholders of the
Corporation holding a majority of the voting power on the Record Date have
approved the proposed reincorporation merger to the shareholders for their
approval.
DISSENTER'S RIGHTS OF APPRAISAL
-------------------------------
Any stockholders who vote shares against the reincorporation merger may, under
certain conditions, become entitled to be paid for his or her shares of the
Corporation's capital stock in lieu of receiving shares of the Florida
corporation. Under Nevada Law Section 92A.380, you, the Corporation's
stockholder, have the right to dissent from the reincorporation merger and
demand payment of the fair value of your shares of the Corporation's capital
stock and are urged to read the full text of the Nevada dissenters' rights
statute, which is reprinted in its entirety and attached as Attachment F to this
Information Statement. Under Nevada Law, "fair value" is defined with respects
to dissenter's shares, as "the value of the shares immediately before the
effectuation of the corporate action to which he objects, excluding any
appreciation or depreciation in anticipation of the corporate action unless
exclusion would be inequitable." The following is a brief summary of the
relevant portions of Nevada Law Sections 92A.300 to 92A.500, attached hereto in
its entirety as Exhibit F to this Information Statement, which sets forth the
procedure for exercising dissenters' rights with respect to the change in
domicile and demanding statutory appraisal rights. This discussion and Appendix
F should be reviewed carefully by you if you wish to exercise statutory
dissenters' rights or wish to preserve the right to do so, because failure to
strictly comply with any of the procedural requirements of the Nevada
dissenters' rights statute may result in a termination or waiver of dissenters'
rights under the Nevada dissenters' rights statute. If you elect to assert
dissenters' rights in connection with the reincorporation merger, you must
comply with the following procedures:
10
Within 10 days after the effective time of the reincorporation merger, we will
give written notice of the effective time of the change in domicile by certified
mail to each stockholder. The notice provided by us will also state where demand
for payment must be sent and where share certificates shall be deposited, among
other information. Within the time period set forth in the notice, which may not
be less than 30 days nor more than 60 days following the date notice is
delivered, the dissenting stockholder must make a written demand on us for
payment of the fair value of his or her shares and deposit his or her share
certificates in accordance with the notice.
Within 30 days after the receipt of demand for the fair value of the dissenters'
shares, we will pay each dissenter who complied with the required procedures the
amount it estimates to be the fair value of the dissenters' shares, plus accrued
interest. Additionally, we shall mail to each dissenting stockholder a statement
as to how fair value was calculated, a statement as to how interest was
calculated, a statement of the dissenters' right to demand payment of fair value
under Nevada law, and a copy of the relevant provisions of Nevada law.
A dissenting stockholder, within 30 days following receipt of payment for the
shares, may send us a notice containing such stockholder's own estimate of fair
value and accrued interest, and demand payment for that amount less the amount
received pursuant to our payment of fair value to such stockholder. If a demand
for payment remains unsettled, we will petition the court to determine fair
value and accrued interest. If we fail to commence an action within 60 days
following the receipt of the stockholder's demand, we will pay to the
stockholder the amount demanded by the stockholder in the stockholder's notice
containing the stockholder's estimate of fair value and accrued interest.
All dissenting stockholders, whether residents of Nevada or not, must be made
parties to the action and the court will render judgment for the fair value of
their shares. Each party must be served with the petition. The judgment shall
include payment for the amount, if any, by which the court finds the fair value
of such shares, plus interest, exceeds the amount already paid. If the court
finds that the demand of any dissenting stockholder for payment was arbitrary,
vexatious or otherwise not in good faith, the court may assess costs, including
reasonable fees of counsel and experts, against such stockholder. Otherwise the
costs and expenses of bringing the action will be determined by the court. In
addition, reasonable fees and expenses of counsel and experts may be assessed
against us if the court finds that it did not substantially comply with the
requirements of the Nevada dissenters' rights statute or that it acted
arbitrarily, vexatiously, or not in good faith with respect to the rights
granted to dissenters under Nevada law.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
-----------------------------------------------
The Board of Directors fixed the close of business on September 15, 2009 as the
record date for the determination of the common shareholders entitled to notice
of the action by written consent.
As of September 11, 2009, Seamless had issued and outstanding 10,394,580,963
shares of common stock, 1,286,898 shares of Preferred D Stock, which have a 1
for 10,000 voting right or a total of 23,263,560,963, (59.6%) votes in any
shareholder action. Shareholders holding a controlling interest equaling not
less than fifty percent (50%) of voting rights of the securities of Seamless, as
of the record date have consented to the action required to carry the proposed
reincorporation merger.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth certain information concerning the ownership of
the Corporation's common stock as of September 11, 2009, with respect to: (i)
each person known to the Corporation to be the beneficial owner of more than
five percent of the Corporation's common stock; (ii) all directors; and (iii)
directors and executive officers of the Corporation as a group. The notes
accompanying the information in the table below are necessary for a complete
understanding of the figures provided below. As of September 11, 2009, there
were 10,394,580,963 shares of common stock issued and outstanding.
11
AMOUNT & NATURE
TITLE OF NAME AND ADDRESS OF OF BENEFICIAL
CLASS BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
-----------------------------------------------------------------------------------------------
Common Adobe Oil Development Corp. 1,000,000,000 9.6%
P.O. Box 485
Laguna Bch, Ca. 92652
-----------------------------------------------------------------------------------------------
Preferred D Alpha Blue, Inc. 320,000 24%
202 Park St.
Griffin, GA 30223
-----------------------------------------------------------------------------------------------
Preferred D MAKR, Inc 80,000 6.2%
2050 Russett Way
Carson City, NV 89703
-----------------------------------------------------------------------------------------------
Preferred D Omega Inc. 28,550 2.2%
455 Douglas Ave. Suite 215518
Altamonte Springs, FLA 32724
-----------------------------------------------------------------------------------------------
Preferred D AR Corp 858,298 67%
1001 16th Street
Denver, Colorado 89265
-----------------------------------------------------------------------------------------------
Total common 1,000,000,000
Total common 12,868,480,000
equivalent
Total vote 13,868,480,000 59.6%
-----------------------------------------------------------------------------------------------
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed move or in any action covered by the related resolutions adopted by
the Board of Directors, which is not shared by all other stockholders.
ADDITIONAL INFORMATION
----------------------
Additional information concerning Seamless Corporation including its Form 10-K
annual report for the year ended June 30, 2008 and quarterly reports on Form
10-Q for the past quarters ended September 30, 2008, December 31, 2008 and March
31, 2009, any reports on Form 8-K or other forms which have been filed with the
Securities and Exchange Commission are incorporated herein by reference. All of
these forms may be accessed through the EDGAR archives, at WWW.SEC.GOV.
Only one information statement is being delivered to multiple stockholders
sharing an address, unless we have received contrary instructions from one or
more of the stockholders. We will undertake to deliver promptly upon written or
oral request a separate copy of the information statement to a stockholder at a
shared address to which a single copy of the information statement was
delivered. You may make a written or oral request by sending a written
notification to our principal executive offices stating your name, your shared
address, and the address to which we should direct the additional copy of the
information statement or by calling our principal executive offices at 800 N.
Rainbow Blvd., Suite 208, Las Vegas, NV 89107. If multiple stockholders sharing
an address have received one copy of this information statement and would prefer
us to mail each stockholder a separate copy of future mailings, you may send
notification to or call our principal executive offices. Additionally, if
current stockholders with a shared address received multiple copies of this
information statement and would prefer us to mail one copy of future mailings to
stockholders at the shared address, notification of that request may also be
made by mail or telephone call to our principal executive offices.
Dated: October 9, 2009
By Order of the Board of Directors
/s/ Albert R. Reda
--------------------------------------
Albert R. Reda, President and Director
11
APPENDICES
Exhibit A-Written Consent of the Board of Directors
Exhibit B- Articles of Incorporation of GDT TEK, INC. and Amendment thereto
which will become effective after the change in domicile
Exhibit C-Bylaws of GDT TEK, INC. which will become effective until after the
change in domicile
Exhibit D-Amended and Restated Articles of Incorporation of Seamless Corporation
currently in effect
Exhibit E-Amended and Restated Bylaws of Seamless Corporation currently in
effect
Exhibit F- Notice for Dissenter's Rights and Nevada Statute
12
Exhibit "A"
UNANIMOUS WRITTEN CONSENT TO ACTION WITHOUT A MEETING
RESOLUTION OF THE BOARD OF DIRECTORS
OF
SEAMLESS CORPORATION
(A Nevada corporation)
RESOLUTION APPROVING THE REINCORPORATION MERGER TO FLORIDA
WHEREAS, THE BOARD OF DIRECTORS DEEMS IT IN THE BEST INTEREST OF THE CORPORATION
THAT IT EFFECTUATE A CHANGE IN DOMICILE TO FLORIDA IN ORDER TO TAKE ADVANTAGE OF
FLORIDA'S EXPANDED EMPLOYMENT BASE AND LOWER TAX AND OPERATIONAL COSTS;
WHEREAS, THE BOARD, ON JUNE 10, 2009 APPROVED A CHANGE IN DOMICILE THROUGH A
MERGER OF THE CORPORATION AND GDT TEK, INC.
WHEREAS, IT HAS COME TO THE ATTENTION OF THE BOARD THAT A CHANGE IN THE
STRUCTURE OF THE MERGER WOULD ALLOW IT TO TAKE ADVANTAGE OF THE BENEFITS
PREVIOUSLY DESCRIBED AND AVOID THE TIME, EFFORT AND EXPENSE OF TRANSFERRING ITS
PATENTS TO THE NEW FLORIDA ENTITY.
NOW THEREFORE BE IT RESOLVED THAT:
That the Officers of the Corporation are authorized to seek shareholder approval
of the merger of Seamless Corporation with a subsidiary of GDT TEK, Inc., a
Florida corporation, with Seamless Corporation surviving the merger and becoming
a wholly owned subsidiary of GDT TEK, Inc. and each share of Seamless
Corporation being exchanged for a share of GDT TEK Inc., and that
The officers and Directors of the Corporation be, and hereby are, authorized and
directed to take all action necessary to carry out the purposes of the foregoing
resolution and that
This resolution may be signed in as many counterparts as may be necessary, each
of which so signed shall be deemed to be an original (and each signed copy sent
by electronic facsimile transmission shall be deemed to be an original) and such
counterparts together shall constitute one and the same instrument and
notwithstanding the date of the execution shall be deemed to bear the date as
set forth above.
This consent is executed pursuant to, and in accordance with the State of
Nevada, and is to be filed with the minutes of the Corporation. The undersigned,
being all of the Directors of the Corporation, hereby consent to and adopt the
foregoing.
Dated: June 10, 2009
/s/ Albert Reda
----------------------------
Albert Reda, Director
A-1
Exhibit B
ARTICLES OF INCORPORATION
IN COMPLIANCE WITH CHAPTER 607, F.S.
ARTICLE I NAME * DIFFERENCE THAN THE NEVADA CORPORATION
THE NAME OF THE CORPORATION SHALL BE: GDT TEK, INC.
ARTICLE II PRINCIPAL OFFICE
THE PRINCIPAL ADDRESS IS: * DIFFERENCE THAN THE NEVADA CORPORATION
555 Wlnderiey Place Suite 300
Orlando, Florida 32751
ARTICLE III PURPOSE
THE PURPOSE FOR WHICH THE CORPORATION IS ORGANIZED:
Any lawful activity
ARTICLE IV SHARES
THE NUMBER OF SHARES OF STOCK IS: SEE AMENDMENT
11,000,000,000 shares of stock, par value of $.001 per share, of which 5,000,000
shares are preferred A stock and 5,000,000 shares are preferred B stock. The
preferred stock converts as follows: one share preferred A converts into 10,000
shares of common; one share preferred B converts in One Dollars ($1.00) worth of
common stock; based upon the immediately prior 10 day average closing price for
the common stock from date of request for conversion from owner of the preferred
B stock.
ARTICLE V INITIAL DIRECTORS AND/ OR OFFICERS
THE NAME(S) AND ADDRESS(ES) AND SPECIFIC TITLES:
Albert Reda President, Director
Albert Reda Secretary
Albert Reda Treasure
ARTICLE VI INITIAL REGISTERED AGENT AND STREET ADDRESS * DIFFERENCE THAN
THE NEVADA CORPORATION THE NAME AND FLORIDA STREET ADDRESS (P.O. BOX NOT
ACCEPTABLE) OF THE REGISTERED AGENT IS:
USA-RALLC
841 Prudential Drive, 12th Floor
Jacksonville, FL 32207
ARTICLE VII INCORPORATOR
THE NAME AND ADDRESS OF THE INCORPORATOR IS:
Albert Reda
555 Winderley Place Suite 300
Orlando, Florida 32751
================================================================================
HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OT PROCESS FOR THE
ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I AM
FAMILIAR WITH AND ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN
THIS CAPACITY O
B-1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
GDT TEK, INC.
(NAME OF CORPORATION AS CURRENTLY FILED WITH THE FLORIDA DEPT. OF STATE)
P09000028967
(Document Number of Corporation (if known)
Pursuant to the provisions of section 607.1006, Florida Statutes, this FLORIDA
PROFIT CORPORATION adopts the following amendment(s) to its Articles of
Incorporation:
A. IF AMENDING NAME. ENTER THE NEW NAME OF THE CORPORATION:
THE NEW NAME MUST BE DISTINGUISHABLE AND CONTAIN THE WORD "CORPORATION,"
"COMPANY," OR "INCORPORATED" OR THE ABBREVIATION "CORP.," "INC.O " OR CO.," OR
THE DESIGNATION "CORP," "INC, " OR "CO ", A PROFESSIONAL CORPORATION NAME MUST
CONTAIN THE WORD "CHARTERED, " PROFESSIONAL ASSOCIATION, OR THE ABBREVIATION
"P.A."
B. ENTER NEW PRINCIPAL OFFICE ADDRESS. IF APPLICABLE:
(PRINCIPAL OFFICE ADDRESS MUST BE A STREET ADDRESS)
D. ENTER NEW MAILING ADDRESS. IF APPLICABLE:
(MAILING ADDRESS MAY BE A POST OFFICE BOX)
E. IF AMENDING THE REGISTERED AGENT AND/OR REGISTERED OFFICE ADDRESS IN
FLORIDA. ENTER THE NAME OF THE NEW REGISTERED AGENT AND/OR THE NEW
REGISTERED OFFICE ADDRESS:
NAME OF NEW REGISTERED AGENT:
NEW REGISTERED OFFICE ADDRESS:
(FLORIDA STREET ADDRESS) ______________ " Florida. _______________________________________
(CITY) (ZIP CODE)
NEW REGISTERED AGENT'S SIGNATURE. IF CHANGING REGISTERED AGENT:
I HEREBY ACCEPT THE APPOINTMENT AS REGISTERED AGENT, I AM FAMILIAR WITH AND
ACCEPT THE OBLIGATIONS OF THE POSITION.
SIGNATURE OF NEW REGISTERED AGENT. IF CHANGING
Page 1 of 3
IF AMENDING THE OFFICERS AND/OR DIRECTORS. ENTER THE TITLE AND NAME OF EACH
OFFICER/DIRECTOR BEING REMOVED AND TITLE. NAME. AND ADDRESS OF EACH OFFICER
AND/OR DIRECTOR BEING: ADDED:
(ATTACH ADDITIONAL SHEETS, IF NECESSARY)
---------------------- ------------------------ --------------------------- -------------------
TITLE NAME ADDRESS TYPE OF ACTION
---------------------- ------------------------ --------------------------- -------------------
______________ __________________ ___________________ 9 Add
9 Remove
---------------------- ------------------------ --------------------------- -------------------
______________ __________________ ___________________ 9 Add
9 Remove
---------------------- ------------------------ --------------------------- -------------------
______________ __________________ ___________________ 9 Add
9 Remove
---------------------- ------------------------ --------------------------- -------------------
E. IF AMENDING OR ADDING ADDITIONAL ARTICLES. ENTER CHANCE(S) HERE:
(ATTACH ADDITIONAL SHEETS, IF NECESSARY). (BE SPECIFIC)
ARTICLE IV SHARES; THE NUMBER OF SHARES OF STOCK IS 20,000,000,000; OF WHICH
10,000,000 ARE PREFERRED SERIES "A,B,C&D" SHARES: PREFERRED "A,B&C" ARE NON
VOTING. 2,000,000 SHARES ARE SERIES "A" ONE "A" SHARE CONVERTS INTO 10,000
SHARES OF COMMON STOCK; 1,000,000 SHARES ARE SERIES "B" ONE "B" CONVERTS INTO 1
,000 SHARES OF COMMON STOCK; 3,000,000 SHARES ARE SERIES "C" ONE "C" CONVERTS
$1.00 WORTH OF COMMON STOCK 4,000,000 SHARES ARE SERIES "D" ONE "0" HAS VOTING
RIGHTS EQUAL TO 10,000 SHARES OF COMMON; SERIES "D" HAS NO CONVERSION RIGHTS
INTO COMMON STOCK ONLY VOTING RIGHTS.
F. IF AN AMENDMENT PROVIDES FOR AN EXCHANGE. RECLASSIFICATION. OR
CANCELLATION OF ISSUED SHARES. PROVISIONS FOR IMPLEMENTING THE AMENDMENT
IF NOT CONTAINED IN THE AMENDMENT ITSELF:
(IF NOT APPLICABLE, INDICATE N/A)
N/A
The date of each amendment(s) adoption: July 27, 2009
(DATE OF ADOPTION IS REQUIRED)
Effective date if applicable:
Adoption of Amendment(s)
(CHECK ONE)
(NO MORE THAN 90 DAYS AFTER
AMENDMENT FILE DATE)
Page 2 of 3
F.
[X] The amendment(s) was/were adopted by the shareholders. The number of votes
cast for the amendment(s) by the shareholders was/were sufficient for
approval.
o The amendment(s) was/were approved by the shareholders through voting
groups. THE FOLLOWING STATEMENT MUST BE SEPARATELY PROVIDED FOR EACH
VOTING GROUP ENTITLED TO VOTE SEPARATELY ON THE AMENDMENT(S):
"The number of votes cast for the amendment(s) was/were sufficient
for approval
by ______________________________________________________________"
(VOTING GROUP)
o The amendment(s) was/were adopted by the board of directors without
shareholder action and shareholder action was not required.
o The amendment(s) was/were adopted by the incorporators without shareholder
action and shareholder - action was not required.
Dated: July 27, 2009
Signature (By a director, president or other officer -
if directors or officers have not been selected, by an
incorporator - if in the hands of a receiver, trustee,
or other court appointed fiduciary by that fiduciary)
Albert Reda
-----------
(Typed or printed name of person signing)
President
---------
(Title of person signing)
Page 3 of 3
Exhibit C
GDT TEK, INC.
A FLORIDA CORPORATION
BY- LAWS
ARTICLE 1. MEETING OF STOCKHOLDERS
SECTION A. THE ANNUAL MEETING of the Stockholders of the Corporation shall be
held at the time and place designated by the Board of Directors with in 120 days
of its fiscal year which ended June 30th.
Notice of Annual Meeting will be sent out 30 days in advance to stockholders via
certified mail, email, private carrier (i.e. FedEx) or by contracting with a
notification service such as "Transfer Agent".
The Annual meeting will be deemed valid as long as stockholders, via proxy
and/or by personal appearance and/or by via electronic conferencing which
represent FIFTY ONE PERCENT (51%) or more of the voting of the class of stock
are in attendance.
SECTION B. SPECIAL MEETING of the Stockholders of the Corporation may be called
by President, Chief Executive Officer, Chairman of the Board, the Board of
Directors and/or by a majority of the Stockholders.
Notice of Special Meeting will be sent out 10 days in advance by the individual
and/or group calling for the special meeting to the President, Chief Executive
Officer, Chairman of the Board, the Board of Directors and/or by a majority of
the Stockholders, via certified mail, email, private carrier (i.e. FedEx) or by
contracting with a notification service such as "Transfer Agent".
The purpose of the Special Meeting will for any significant matter that impacts
the well being of the Corporation.
SECTION C. A NOTICE MEETING CAN BE WAIVED if the majority of the Stockholders of
the Corporation waive notice of a meeting, no notice of such a meeting shall be
required if the majority of the Stockholders meet in person and/or via proxy
and/or by via electronic conferencing which represent FIFTY ONE PERCENT (51%) or
more of the voting of the class of stock are in attendance.
SECTION D. AGENDA OF ANNUAL SPECIAL AND/OR WAIVED NOTICED MEETING may conduct
any lawful business during the meeting however only such business as shall have
been referred to in the notice calling such meetings shall be acted upon.
At the special meeting of the stockholder where notice is waived the purpose of
the meeting still has to be refereed to.
At any Stockholder meeting at which all the outstanding capital stock of the
company is represented either in person and or by proxy, any lawful business may
be transacted and such meeting shall be valid for all purposes.
SECTION E. QUORUM AT THE STOCKHOLDERS' MEETING, the holders of FIFTY ONE PERCENT
(51%) of the entire issued and outstanding capital stock to the company shall
constitute a quorum for the purpose of such meetings.
If the holders of the amount of stock necessary to constitute a quorum shall
fail to attend in person or by proxy or as agreed to in Section A at the time
and place fixed by these Bylaws for any annual meeting or fixed by a notice as
above provided for a special meeting, a majority in interest of the Stockholders
present in person or by proxy may adjourn from time to time without notice other
than by announcement at the meeting, until holders of the amount of requisite to
constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted as originally called.
SECTION F. VOTING BY EACH ENTITLED SHAREHOLDER shall be based upon one vote per
each common share of stock and Preferred shares votes are as follows:
Common Stock: One vote per share
The voting rights of the Preferred Shares if any are at the approval of the
Board of Directors and may be changed accordingly at the consent of the Board.
The number of held shares as determined above will be based upon the tenth day
proceeding the day of such meeting.
Voting will be done by ballot for annual meeting and/or voice in case of a
special and or noticed waived meeting.
C-1
On a voice vote a full, true and complete alphabetical list, certified by the
Secretary of the Company and indicating the number of shares held by each of all
the stockholders entitled to vote at such meeting shall be furnished. Said list
shall be prepared at lease ten day before such meeting, and shall be open the
inspection of the stockholders, or their agents or proxies, at the place where
such meeting is to b e held, and for ten days prior thereto. Only the person in
whose names shares of stock are registered on the books of the company for ten
days preceding to vote at such meeting. Proxies and Powers of Attorney to vote
must be filed with the Secretary of the Corporation before an election and
election or a meeting of the Stockholders, or they cannot be used at such
election or meeting.
SECTION G. BALLOT AND/OR VOICE VOTING will be conducted as follows:
At the meeting of stock holders were ballots are being used, the polls will be
opened at the commencement of the meeting and will be closed upon the closing of
the meeting. The voting results will be issued with in 24 hours of the closing
of the polls.
At the meeting of the stockholders were a voice vote is used the Secretary of
the Corporation will call each shareholders name and the shareholder will vote
and the secretary will record the vote. The voting results will be stated at the
meeting as soon as the voice votes are tallied.
SECTION H. MAJORITY VOTE OF THE ATTENDEES once a quorum is obtained (fifty one
percent [51%] of the issued and outstanding) will constitute approval for the:
Election of Directors
Business matters that require stockholder approval as listed on the Agenda of
stockholder meeting whether it was an Annual Meeting, Special Meeting and/or
Waived Noticed Meeting.
SECTION I. STOCKHOLDER MEETING AGENDA will adhere to the regular order of
business (as required) which shall be as follows:
1. Call meeting to order and verify that quorum is in attendance;
2. Reading and approval of the minutes of the previous Stockholders
meeting and/or meetings
3. Reports of the Board of Directors, the President, Treasure, and
Secretary of the Corporation in the order named;
4. Reports of Committees;
5. Review of all contracts that are considered significant in nature;
6. Election of Directors;
7. Unfinished Business;
8. New Business;
9. Adjournment.
ARTICLE 2. DIRECTORS AND MEETINGS DIRECTORS
SECTION A. THE BOARD OF DIRECTORS for the corporation will comprise of at least
one persons and a maximum of seven persons, all of which will be chosen by the
stockholders at the annual stockholders' meeting, and who shall hold office for
one year, and or until a qualified successor is elected*Different than the
Nevada corporation.
SECTION B. TO BE A DIRECTOR, THE PERSON WILL NEED:
1. To be qualified as a director the person needs to have been in
business for at least five (5) years as a manager or its equivalent.
2. to fill out director questionnaire
3. to be of good moral character
4. not be a shareholder.
SECTION C. REPLACEMENT OF A DIRECTOR will occur when during the tenure if a
Director suffers illness and or death, submits a resignation, is disqualified
due to illegal activities, and or removed by the majority of shareholders.
If the directors' vacancy occurs then the remaining directors may elect a new
director to fill the vacancy during the remaining tenure.
SECTION D. REPLACEMENT OF THE BOARD OF DIRECTORS may occur if a majority of
stockholders (as determined by ARTICLE 1 SECTION E) have determined that the
Board of Directors is not acting in the best interest of the Company then
1. The majority of stockholders after serving notice on the current
Board Chairmen that the majority of Stockholders will hold an
election to replace the current Board of Directors
2. The majority of stockholders must hold a special meeting with 30
days of notification to the Board of Directors then
3. If the current Board of Directors is replaced then the new Directors
will complete the term of the replaced Board.
C-2
SECTION E. MEETINGS OF THE BOARD OF DIRECTORS will occur from time to time
during the annual term of the Board of Directors or as follows;
1. Annual meeting of the Board of Directors will occur within one day
of the Stockholders Annual meeting once the election of Directors
has been confirmed.
2. Three Quarterly meetings of the Board of Directors will occur one
per quarter after the Annual meeting of the Board of Directors. The
first meeting will be in the fourth month after the annual meeting
has occurred.
3. Other meetings may occur from time to time during the term of the
Board of Directors.
4. Special meetings of the Board of Directors may occur if called by
the President/ CEO and/or the Chairman of the Board.
SECTION F. PHYSICAL MEETINGS ARE NOT REQUIRED to constitute a Board of Directors
meeting. A meeting may be held telephonically, by videoconferencing and/or in
person.
Notice of a meeting may be sent via email, registered mail, overnight carrier,
instant messaging, telephonically and/or in person. Notice has to be sent 24
hours before the schedule meeting time.
Special meetings may occur from time to time provided a majority of the Board of
Directors is present and sign a waiver of notice for the purpose of that
meeting.
SECTION G. A MAJORITY OF BOARD OF DIRECTORS WILL CONSTITUTE A QUORUM for the
transaction of business. Any and all legal business may be conducted by the
Board of Directors provided that;
1. There is a quorum present and
2. The meeting was properly noticed and/or
3. Notice of meeting was waived by all the Directors present that
represent the Quorum.
SECTION H. ACTION BY UNANIMOUS WRITTEN CONSENT of the Board of Directors may be
substituted for a meeting of the Board of Directors as long the action approved
is unanimous. Any legal business may be conducted using written consent.
SECTION I. DIRECTORS MEETING AGENDA will adhere to the regular order of business
(as required) which shall be as follows:
1. Call meeting to order and verify that quorum is in attendance;
2. Reading and approval of the minutes of the previous Directors
meeting and/or meetings
3. Review items as listed on agenda
4. Vote on items listed on agenda as required
5. Review of all contracts that are considered significant in nature;
6. Review unfinished Business;
7. Adjournment.
SECTION I. DIRECTORS WILL BE COMPENSATED AS FOLLOWS:
1. Paid for all expenses to attend director, shareholders, company
functions and any other expenses as required to attend Company
functions.
2. Paid for their services as a director as approved by a majority of
the shareholders.
SECTION J. RESPONSIBILITIES OF THE BOARD OF DIRECTORS ARE AS FOLLOWS:
1. Make a report for the annual meeting of the Stockholders, as to the
condition of the Company and have those reports available for the
Stockholders.
2. Review any contracts of significant nature and request Stockholders
approval if required.
3. Provide guidance to management from time to time as the Board sees
fit and if necessary establish a committee to provide guidance to
management
4. authorized to exercise its corporate authority for such purposes as
General Agent of the Company
5. Elect officers of the corporation including but not limited to
President, Secretary, Treasurer and who's tenure is for a least one
year unless extended by contract
6. Elect new officers if a vacancy occurs during the officers term
7. Remove officers of the corporation if the officer suffers illness
and or death, submits a resignation, is disqualified due to illegal
activities, and or removed by the majority of directors.
C-3
ARTICLE 3. OFFICERS AND THEIR DUTIES
SECTION A. THE OFFICERS' POSITIONS ARE AS FOLLOWS:
1. President and CEO
2. Vice President
3. Treasure
4. Secretary
5. Or any other position as created by the majority of the Quorum of
the Board of Directors and/or Stockholders
SECTION B. THE OFFICER'S DUTIES ARE AS FOLLOWS:
1. PRESIDENT AND CEO [CHIEF EXECUTIVE OFFICER], shall be the Executive
officer of the Corporation and shall have the supervision of the
direction of the Corporation's affairs, subject to the control of
the Board of Directors, with the full power to execute all
resolutions and orders of the Board of Directors, not especially
entrusted to some other officer of the Corporation. The President
shall be a member of the Executive committee and Chairman thereof.
The President shall preside at all meeting of the Board of
Directors, at all meeting of the Stockholders, shall sign the
Certificates of Stock issued by the Corporation and shall perform
such other duties as shall be prescribed by the Board of Directors.
2. VICE PRESIDENT, shall be vested with all the powers to perform all
the duties of the President in the presidents absence or inability
to act, including the signing of certificates of Stock issued by the
Corporation, and shall perform such duties as shall be prescribed by
the Board of Directors.
3. TREASURER, shall have the custody of all the funds and securities of
the Corporation. When necessary of or proper the Treasurer shall
endorse for collection, on behalf of the Corporation, checks, notes,
and other obligations: he shall deposit all monies to the credit of
the Corporation in such bank or banks or other depository as the
Board of Directors may designate; and shall sign all receipts and
vouchers for payment made by the Corporation, except as herein
otherwise provided. The Treasure shall sigh with the President all
bill of exchange and promissory notes of the Corporation; shall have
the care and custody of the stocks, bonds, certificates, vouchers,
evidence of debts, securities, and such other property belonging to
the Corporation as the Board of Directors shall designate signed by
the Treasure whether required by law, by the By-Laws, or the Board
of Directors. Whenever required by the Board of Directors, the
Treasure shall render a statement of the cash account; and shall
enter regularly in the books of the Corporation full and accurate
accounts of all monies received and paid by the Treasure on account
of the Corporation. The Treasure shall at all reasonable times
exhibit the books of account to any Directors of the Corporation
during business hours, and he shall perform all acts incident to the
position of Treasurer subject to control of the Board of Directors.
The Treasure shall, if required by the Board of Directors, give bond
to the Corporation conditioned for the faithful performance of all
duties as Treasure in such sum, and with such surety as shall be
approved by the Board of Directors, with expense of such bond to be
borne by the Corporation.
4. SECRETARY shall keep the Minutes of all meetings of the Board of
Directors and the Minutes of all Meeting of the Stockholders and of
the Executive Committee in books provided for that purpose. The
Secretary shall attend to the giving and serving of all notices of
the Corporation; may sign with the President of Vice-President, in
the name of the Corporation, all contracts authorized by the Board
of Directors of Executive Committee; shall affix the Corporate Seal,
if any, to all Certificate of Stock duly issued by the Corporation
Shall have charge of Stock Certificate Books, Transfer Books and
Stock Ledgers, and such books and Papers as the Board of Directors
of the Executive Committee may direct all of which shall at all
reasonable times be open to the examination of any Director upon
application at the office of the Corporation during business hours,
and shall in general, perform all duties incident to the Office of
Secretary. The Secretary may contract with an independent outside
agency for the purpose of stock Issuance and stock transfers for the
Corporation.
SECTION C. OTHER POWERS OF THE PRESIDENT, are as follows; Shall have full power
and authority on behalf of the Corporation to attend, to act at, and to vote at
any meetings of the Stockholders of any Corporation in which the Corporation may
hold stock, and at any meeting, he shall posses and may exercise any and all
rights and powers incident to the ownership of such stock which as the owner
thereof, the Corporation have possessed and exercised if present.
SECTION D. LIMITS ON PRESIDENTIAL POWERS and or changes thereof may occur from
time to time by resolution of the Board of Directors and may authorize those
powers conferred to other officers and or committees.
C-4
ARTICLE 4. CAPITAL STOCK
SECTION A. THE CAPITAL STOCK OF THE CORPORATION shall be issued in such manner
and at such times upon such conditions as shall be prescribed by the Board of
Directors.
SECTION B. OWNERSHIP OF STOCK in the Corporation shall be evidenced by
Certificates of such Stock in such forms as shall as shall be prescribed by the
Board of Directors and shall be under the Seal of the Corporation and have the
signature printed on the certificates of both the President and the Secretary of
the Corporation. If shares of stock are issued by the Corporation, all
certificates shall be consecutively numbered and issued with the name of the
person and or entity that owns the shares listed as owner. Such information
shall also register on the Corporations issuance log. If shares are issued by an
independent stock issuance and transfer agent, all certificates shall be
consecutively numbered and issued with the name of the person and or entity that
owns the shares listed as owner. Such information shall also register on the
Corporations issuance log maintained by the independent stock issuance and
transfer agent. No stock issuance will occur unless an authorized stock issuance
resolution is issued by the Company and signed by the President and or
authorized officer of the Company. All certificates surrendered to the
Corporation shall be canceled and no new certificate shall be issued until the
former certificate for the same number of shares shall have been surrendered and
or canceled.
SECTION C. OWNED STOCK MAY BE TRANSFERRED by the owner of the stock once the
owner executes instruction for the reissue of the stock and has the stock
owner's signature medallion guaranteed on the stock and or stock power
agreement, and then surrenders that certificate with instructions to the
Corporation and/or the transfer agent contracted with the Corporation. The new
stock may be reissued either by a new stock certificate and/or electronically
through CEDE as per the stock owners instruction. The stock cancellation and
re-issuance as per the owner request will be registered in the Corporation stock
records and or the transfer agent's stock records.
SECTION D. REPLACEMENT OF LOST STOCK CERTIFICATES will require a notarized
affidavit or affirmation by the person and or entity claiming that the stock
certificate is lost and such person giving a Bond of Indemnity to the
corporation in amount of twice the value of the certificate that is being
replaced. The Bond is indemnification against any damage, loss, or inconvenience
to the Corporation that may or can arise in consequence of a new and or
duplicate stock certificate being issued in lieu of the one the is lost and or
missing. Once confirmed that the requesting party is still listed as the
registered owner of the stock the Secretary of the Corporation and or the
independent transfer agent may issue a replacement stock certificate. The Board
in its discretion refuse to issue such new or duplicate certificate save upon
the order of some court having jurisdiction in such matter anything herein to
the contrary notwithstanding.
ARTICLE 5. OFFICES AND BOOKS
SECTION A. THE PRINCIPAL OFFICES OF THE CORPORATION may be at any location
deemed to meet the requirements of the President and/or the Board of Directors.
The principal offices should be located within the state the corporation is
domiciled in unless otherwise authorized by the Board of Directors.
SECTION B. THE BOOKS AND RECORDS will be maintained by the Secretary at the
principal offices and or any other location as authorized by the President and
Secretary of the Corporation.
SECTION C. FINANCIAL BOOKS AND RECORDS will be maintained by the Treasurer at
the principal offices and or any other location as authorized by the President
and Treasure of the Corporation.
ARTICLE 6. AMENDMENT OF BY-LAWS
SECTION A. AMENDMENTS AND CHANGES TO THE BY-LAWS may be made at any regular or
special meeting of the Board of Directors by a majority vote of not less than
all of the entire Board of Directors. In addition, they may be amended by a
majority vote of or by a consent in writing signed by the stockholders of the
issued and outstanding capital stock as determined by ARTICLE 1 SECTION E of the
Corporation.
SECTION B. AMENDMENTS AND CHANGES TO THE BY-LAWS CAN NOT, violate any know state
laws which must be approve by the Corporate Attorney prior to voting on said
amendment.
C-5
ARTICLE 7. MISCELLANEOUS
SECTION A. THE BOARD OF DIRECTORS SHALL HAVE THE POWER CHANGE THE DOMICILE OF
THE CORPORATION provided that the change is made at any regular or special
meeting of the Board of Directors by a majority vote of not less than all of the
entire Board of Directors and which will then be ratified by a majority vote of
or by a consent in writing signed by the stockholders of the issued and
outstanding capital stock as determined by ARTICLE 1 SECTION E of the
Corporation.
SECTION B. THE CAPITAL STOCK OF THE CORPORATION MAY BE CHANGED by the Board of
Directors as long as that change is made at any regular or special meeting of
the Board of Directors by a majority vote of not less than all of the entire
Board of Directors and which will then be ratified by a majority vote of or by a
consent in writing signed by the stockholders of the issued and outstanding
capital stock as determined by ARTICLE 1 SECTION E of the Corporation.
Change to the capital stock include;
1. Stock splits either forward and/or reverse
2. Increases in Shares Authorized
3. Issuance of Preferred Stock
4. Certificate of Designation for Preferred Stock
SECTION C. TYPES OF CAPITAL STOCK OF THE CORPORATION MAY BE APPROVED by the
Board of Directors as long as that change is made at any regular or special
meeting of the Board of Directors by a majority vote of not less than all of the
entire Board of Directors.
Types of Capital Stock
1. Dividends issued
2. Warrants issued
SECTION D. LENDING BY THE CORPORATION WILL NOT OCCUR UNLESS UNANIMOUSLY APPROVED
BY THE BOARD OF DIRECTORS if the amount is not greater then Five Million Dollars
($5,000,000) and or more then twenty percent (20%) of the Corporations net worth
which ever is lesser. Amounts greater then those stated will require approval at
any regular or special meeting of the Board of Directors by a majority vote of
not less than all of the entire Board of Directors and which will then be
ratified by a majority vote of or by a consent in writing signed by the
stockholders of the issued and outstanding capital stock as determined by
ARTICLE 1 SECTION E of the Corporation. If the loan amount is less the One
Hundred Thousand Dollars ($100,000) or less then Five percent (5%) of the
Corporation net worth which ever is lesser, must be approved jointly by the
President and Treasure of the Corporation
SECTION E. INDEBTEDNESS BY THE CORPORATION WILL NOT OCCUR UNLESS UNANIMOUSLY
APPROVED BY THE BOARD OF DIRECTORS if the amount is not greater then Five
Million Dollars ($5,000,000) and or more then twenty percent (20%) of the
Corporations net worth which ever is lesser. Amounts greater then those stated
will require approval at any regular or special meeting of the Board of
Directors by a majority vote of not less than all of the entire Board of
Directors and which will then be ratified by a majority vote of or by a consent
in writing signed by the stockholders of the issued and outstanding capital
stock as determined by ARTICLE 1 SECTION E of the Corporation. If the
indebtedness amount is less the One Hundred Thousand Dollars ($100,000) or less
then Five percent (5%) of the Corporation net worth which ever is lesser, must
be approved jointly by the President and Treasure of the Corporation
SECTION F. ALL CONTRACTS MUST BE SIGNED BY THE PRESIDENT AND SECRETARY of the
Corporation unless otherwise ordered by the Board of Directors.
SECTION G. CAPITAL RAISES BY THE CORPORATION IN THE FORM OF EQUITY WILL NOT
OCCUR UNLESS APPROVED BY THE MAJORITY OF BOARD OF DIRECTORS if the amount is not
greater then Five Million Dollars ($5,000,000) and or more then twenty percent
(20%) of the Corporations net worth which ever is lesser. Amounts greater then
those stated will require approval at any regular or special meeting of the
Board of Directors by a majority vote of not less than all of the entire Board
of Directors and which will then be ratified by a majority vote of or by a
consent in writing signed by the stockholders of the issued and outstanding
capital stock as determined by ARTICLE 1 SECTION E of the Corporation.
KNOW ALL PRESENT THAT AS OF THIS DATE THE FOLLOWING DIRECTOR APPROVE AND DO
HEREBY CONSENT TO THE FOREGOING BY-LAWS AND ADOPT THE SAME AS AND FOR THE
BY-LAWS OF SAID CORPORATION .
/s/ Albert Reda
---------------------------------
ALBERT REDA
C-6
Exhibit D
RESTATED ARTICLES OF INCORPORATION as amended 9-9-2009
FIRST. NAME * DIFFERENT THAN THE FLORIDA CORPORATION
The name of the corporation is SEAMLESS CORPORATION (The "Corporation")
(Nevada C28499-1998)
SECOND. REGISTERED AGENT FOR SERVICE OF PROCESS: * DIFFERENT THAN THE FLORIDA
CORPORATION
AMERICAN CORPORATE ENTERPRISES, INC
123 WEST NYE LN STE #129
CARSON CITY, NV 89706
AGENT TYPE: Commercial Registered Agent
THIRD. PURPOSE AND BUSINESS
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may now or hereafter be organized under the Nevada Revised
Statutes of the State of Nevada including but not limited to the following:
a. The Corporation may at any time exercise such rights, privileges,
and powers, when not inconsistent with the purposes and object for
which this corporation is organized;
b. The Corporation shall have power to have succession by its corporate
name in perpetuity, or until dissolved and its affairs wound up
according to law;
c. The Corporation shall have power to sue and be sued in any court of
law or equity;
d. The Corporation shall have power to make contracts;
e. The Corporation shall have power to hold, purchase and convey real
and personal estate and to mortgage or lease any such real and
personal estate with its franchises. The power to hold real and
personal estate shall include the power to take the same by devise
or bequest in the State of Nevada , or in any other state or
territory or country;
f. The Corporation shall have power to appoint such officers and agents
as the affairs of the Corporation shall requite and allow them
suitable compensation;
g. The Corporation shall have power to make bylaws not inconsistent
with the constitution or laws of the United States, or of the State
of Nevada, for the management, regulation and government of its
affairs and property, the transfer of its stock, the transaction of
its business and the calling and holding of meetings of
stockholders;
h. The Corporation shall have the power to wind up and dissolve itself,
or be wound up or dissolved;
i. The Corporation shall have the power to adopt and use a common seal
or stamp, or to not use such seal or stamp and if one is used, to
alter the same. The use of a seal or stamp by the Corporation on any
corporate documents is not necessary. The Corporation may use a seal
or stamp, if it desires, but such use or non-use shall not in any
way affect the legality of the document;
j. The Corporation shall have the power to borrow money and contract
debts when necessary for the transaction of its business, or for the
exercise of its corporate rights, privileges of franchises, or for
any other lawful purpose of its incorporation: to issue bonds,
promissory notes, bills of exchange, debentures and other
obligations and evidence of indebtedness, payable at a specified
time or times, or payable upon the happening of a specified event or
events, whether secured by mortgage, pledge or otherwise, or
unsecured, for money borrowed, or in payment for property purchased
or acquired, or for another lawful object;
k. The Corporation shall have the power to guarantee, purchase, hold
sell, assign transfer, mortgage, pledge or to otherwise dispose of
the shares of the capital stock of or any bonds, securities or
evidence in indebtedness created by any other corporation or
corporations in the State of Nevada, or any other state or
government and, while the owner of such stock, bonds, securities or
evidence of indebtedness to exercise all the rights, powers and
privileges of ownership, including the right to vote if any;
D-1
l. The Corporation shall have the power to purchase, hold, sell and
transfer shares of its own capital stock and use the thereof its
capital, capital surplus, surplus or other property or fund;
m. The Corporation shall have [the power] to conduct business, have one
or more offices and hold , purchase, mortgage and convey real and
personal property in the State of Nevada and in any if the several
states, territories, possessions and dependencies of the United
States, the District of Columbia and in any foreign country;
n. The Corporation shall have the power to do all and everything
necessary and proper for the accomplishment of the objects
enumerated in its articles of incorporation, or any amendments
thereof, or necessary or incidental to the protection and benefit of
the Corporation and, in general to carry on any lawful business
necessary or incidental to the attainment of the purposes of the
Corporation, whether or not such business is similar in nature to
the purposes set forth in the articles of incorporation of the
Corporation, or any amendment thereof;
o. The Corporation shall have the power to make donations for the
public welfare of for charitable, scientific or educational
purposes;
p. The Corporation shall have the power to enter partnerships, general
or limited or joint ventures, in connection with any lawful
activities.
FOURTH. CAPITAL STOCK
1. CLASSES AND NUMBER OF SHARES.
Number of shares with par value: 20,000,000,000
Par value per share: $.001
Number of shares without par value: 0
Of which 19,990,000,000 are Common Stock and 10,000,000 are
Preferred Series "A, B,C&D" Shares: Preferred "A,B,&C" are
nonvoting. 2,000,000 shares are Series "A" one "A" Shares converts
into 10,000 shares of common stock; 1,000,000 shares are Series "B"
one "B" converts into 1,000 shares of common stock; 3,000,000 shares
are Series "C" one "C" converts into $1.00 worth of common stock;
4,000,000 shares are Series "D" one "D" has voting rights equal to
10,000 shares of common. Series "D" has no conversion rights into
common stock only voting rights.
These rights are further defined as per the Certificate of
Designation filed June 25, 2009 with the Nevada Secretary of State
and incorporated herein by reference.
2. POWERS AND RIGHTS OF COMMON STOCK.
a. PREEMPTIVE RIGHT. No shareholders of the Corporation holding common
stock shall have any preemptive or other right to subscribe for any
additional un-issued or treasury shares of stock or for other
securities of any class, or for rights, warrants or options to
purchase stock, or scrip, or for securities of any kind of
convertible into stock or carrying stock purchase warrants or
privileges unless so authorized by the Corporation;
b. VOTING RIGHTS AND POWERS. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are
entitled to give consent, the holders of the outstanding shares of
the Common Stock shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of the Common Stock standing in
his/her name;
D-2
c. DIVIDENDS AND DISTRIBUTIONS.
(i) CASH DIVIDENDS. Subject to the rights of holders of Preferred
Stock, holders of Common Stock shall be entitled to receive
such cash dividends as may be declared thereon by the Board of
Directors from time to time out of assets of funds of the
Corporation legally available therefor;
(ii) OTHER DIVIDENDS AND DISTRIBUTIONS. The Board of Directors may
issue shares of the Common Stock in the form of a distribution
or distributions pursuant to stock dividend or split-up of the
shares of the Common Stock;
(iii) OTHER RIGHTS. Except as otherwise required by the Nevada
Revised Statues and as may otherwise be provided in these
Articles of Incorporation, each share of the Common Stock
shall have identical powers, preferences and rights, including
rights in liquidation.
3. PREFERRED STOCK. The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock, or any
series thereof, shall be such as may be fixed, from time to time by the
Board of Directors in its sole discretion, authority to do so being hereby
expressly vested in such board.
4. ISSUANCE OF THE COMMON STOCK AND PREFERRED STOCK. The Board of Directors
of the Corporation may from time to time authorize by resolution the
issuance of any or all shares of the Common Stock and the Preferred Stock
herein authorized in accordance with the terms and conditions set forth in
these Articles of Incorporation for such purposes, in such amounts, to
such persons, corporations, or entities for such consideration and in the
case of the Preferred Stock, in one or more series, all as the Board of
Directors in its discretion may determine and without any vote or other
action by the stockholders except as otherwise required by law. The Board
of Directors, from time to time also may authorize, by resolution, options
warrants and other rights convertible into Common or Preferred stock
(collectively "securities"). The securities must be issued for such
consideration including cash, property, or services, as the Board of
Directors may deem appropriate, subject to the requirement that the value
of such consideration be no less than the par value of the shares issued.
Any shares issued for which the consideration so fixed has been paid or
delivered shall be fully paid stock and the holder of such shares shall
not be liable for any further call or assessment or any the payment
thereon, provided that the actual value of such consideration is not less
than the par value of the shares so issued. The Board of Directors may
issue shares of the Common Stock in the form of a distribution or
distributions pursuant to a stock dividend or split-up of the shares of
the Common Stock only to the then holders of the outstanding shares of the
Common Stock.
5. CUMULATIVE VOTING. Except as otherwise required by applicable law there
shall be no cumulative voting on any matter brought to a vote of
stockholders of the Corporation.
FIFTH. ADOPTION OF BYLAWS
In the furtherance and not in limitation of the powers conferred by statue and
subject to Article Sixth hereof, the Board of Directors is expressly authorized
to adopt repeal, rescind, alter or amend in any respect the Bylaws of the
Corporation (the "Bylaws").
SIXTH. SHAREHOLDER AMENDMENT OF BYLAWS
Notwithstanding Article Fifth hereof the bylaws may also be adopted, repealed,
rescinded, altered or amended in any respect by the stockholders of the
Corporation, but only by the affirmative vote of the holders of not less then
fifty-one percent (51%) of the voting power of all the outstanding shares of
voting stock, regardless of class and voting together as a single voting class.
SEVENTH. BOARD OF DIRECTORS
The business and affairs of the Corporation share be managed by and under the
direction of the Board of Directors. Except as may otherwise be provided
pursuant to Section 4 of Article Forth hereof in connection with the rights to
elect additional directors under specified circumstances, which may be granted
to the holders of any class or series of Preferred Stock, the exact number of
directors of the Corporation shall be determined from the time to time by a
bylaw or amendment thereto, providing that the number of directors shall not be
reduced to less than two (2). The directors holding office at the time of the
filing of the Articles of Incorporation shall continue as directors until the
next annual meeting and/or until their successor are duly chosen.
D-3
EIGHTH. TERM OF BOARD OF DIRECTORS *DIFFERENT THAN THE FLORIDA CORPORATION
Except as otherwise required by applicable law, each director shall serve for a
term ending on the date of the third Annual Meeting of Stockholders of the
Corporation (the "Annual Meeting") following the Annual Meeting at which such
director was elected. All directors shall have equal standing.
Notwithstanding the foregoing provision of this Article Eighth, each director or
shall serve until his successor is elected and qualified or until his death,
resignation or removal; no decrease in the authorized number of directors shall
shorten the term of any incumbent director; and additional directors, elected
pursuant to Section 4 of Article Forth hereof in connection with rights to elect
such additional directors under specified circumstances, which may be granted to
the holders of any class or series or Preferred Stock, shall not be included in
any class, but shall serve for such term or terms and pursuant to such other
provisions as are specified in the resolution of the Board of Directors
establishing such class or series.
NINTH. VACANCIES ON BOARD OF DIRECTORS
Except as may otherwise be provided pursuant to Section 4 of Article Forth
hereof in connection with rights to elect additional directors under specified
circumstances, which may be granted to the holders of any class of series of
Preferred Stock, newly created directorships resulting from any increase in the
number of directors, or any vacancies on the Board of Directors resulting from
death, resignation, removal, or other causes, shall be filed solely by the
quorum of the Board of Directors. Any director elected in accordance with the
proceeding sentence shall hold office for the remainder of the full term of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified or until
such director's death, resignation or removal, whichever first occurs.
TENTH. [removed by Certificate of Amendment of Articles of Incorporation of
International Business Industries, Inc., dated June 30, 1999, filed with the
Office of the Nevada Secretary of State on July 1, 1999]
ELEVENTH. STOCKHOLDER ACTION
Any action required or permitted to be taken by the stockholders of the
Corporation must be effective at a duly called Annual Meeting or at a special
meeting of stockholders of the Corporation, unless such action requiring or
permitting stockholder approval by a majority of the Directors, in which case
such action maybe be authorized or taken by the written consent of the holders
of outstanding shares of Voting Stock having not less than the minimum voting
power that would be necessary to authorized or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were present and
voted, provided all other requirements of applicable law these Articles have
been satisfied.
TWELFTH. SPECIAL STOCKHOLDER MEETING
Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by a majority of the Board of Directors or by
the Chairman of the Board or the President. Special meeting may not be called by
any other person or persons. Each special meeting shall be held at such date and
time as is requested by the person or persons calling the meeting, within the
limits fixed by law.
THIRTEENTH. LOCATION OF STOCKHOLDER MEETING
Meetings of stockholders of the Corporation may be held within or without the
State of Nevada as the Bylaws may provide. The books of the Corporation may be
kept (subject to any provision of the Nevada Revised Statues) outside the State
of Nevada at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws.
D-4
FOURTEENTH. PRIVATE PROPERTY OF STOCKHOLDERS
The private property of the stockholders shall not be subject to the payment of
corporate debts to any extent whatever and the stockholders shall not be
personally liable for the payment of the corporation's debts
FIFTEENTH. STOCKHOLDERS APPRAISAL RIGHTS IN BUSINESS COMBINATIONS
To the maximum extent permissible under the Nevada Revised Statues of the State
of Nevada, the stockholders of the Corporation shall be entitled to the
statutory appraisal rights provided therein, with respect to any business
combination involving the Corporation and any stockholders (or any affiliate or
associate of any stockholder), which required the affirmative vote of the
Corporation's Stockholders.
SIXTEENTH. OTHER AMENDMENTS
The Corporation reserves the right to adopt, repeal, rescind, alter or amend in
any respect any provision contained in these Articles of Incorporation in the
manner now or hereafter prescribed by applicable law and all rights conferred on
stockholders herein granted subject to this reservation
SEVENTEENTH. TERM OF EXISTENCE
The Corporation is to have perpetual existence.
EIGHTEENTH. LIABILITY OF DIRECTORS
No Director of this Corporation shall have personal liability to the Corporation
or any of its stockholders for monetary damages for breach of fiduciary duty as
a director or officers involving any act or omission of any such monetary
damages for breach of fiduciary duty as a director or officers involving any act
or omission of any such director or officer. The foregoing provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law,(iii) under applicable Sections of the Nevada Revised
Statutes (iv) the payment of dividends in violation of Section 78.300 or the
Nevada Revised Statutes or, (v) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification of this Article
by the stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
NINETEENTH. NAME AND ADDRESS OF [DIRECTOR AUTHORIZED TO FILE RESTATED ARTICLES]
DIRECTOR: Albert Reda
STREET ADDRESS 800 N. Rainbow Blvd. Suite 208
CITY STATE ZIP CODE Las Vegas, NV 89107
I, ALBERT REDA, BEING A DIRECTOR OF THE HEREIN NAMED CORPORATION HEREBY FILE
THESE RESTATED ARTICLES
SIGNATURE ____________________________________ DATE _______________
D-5
Exhibit E
SEAMLESS CORPORATION
A NEVADA CORPORATION
BY- LAWS
ARTICLE 1. MEETING OF STOCKHOLDERS
SECTION A. THE ANNUAL MEETING of the Stockholders of the Corporation shall be
held at the time and place designated by the Board of Directors with in 120 days
of its fiscal year which ended June 30th.
Notice of Annual Meeting will be sent out 30 days in advance to stockholders via
certified mail, email, private carrier (i.e. FedEx) or by contracting with a
notification service such as "Transfer Agent".
The Annual meeting will be deemed valid as long as stockholders, via proxy
and/or by personal appearance and/or by via electronic conferencing which
represent FIFTY ONE PERCENT (51%) or more of the voting of the class of stock
are in attendance.
SECTION B. SPECIAL MEETING of the Stockholders of the Corporation may be called
by President, Chief Executive Officer, Chairman of the Board, the Board of
Directors and/or by a majority of the Stockholders.
Notice of Special Meeting will be sent out 10 days in advance by the individual
and/or group calling for the special meeting to the President, Chief Executive
Officer, Chairman of the Board, the Board of Directors and/or by a majority of
the Stockholders, via certified mail, email, private carrier (i.e. FedEx) or by
contracting with a notification service such as "Transfer Agent".
The purpose of the Special Meeting will for any significant matter that impacts
the well being of the Corporation.
SECTION C. A NOTICE MEETING CAN BE WAIVED if the majority of the Stockholders of
the Corporation waive notice of a meeting, no notice of such a meeting shall be
required if the majority of the Stockholders meet in person and/or via proxy
and/or by via electronic conferencing which represent FIFTY ONE PERCENT (51%) or
more of the voting of the class of stock are in attendance.
SECTION D. AGENDA OF ANNUAL SPECIAL AND/OR WAIVED NOTICED MEETING may conduct
any lawful business during the meeting however only such business as shall have
been referred to in the notice calling such meetings shall be acted upon.
At the special meeting of the stockholder where notice is waived the purpose of
the meeting still has to be refereed to.
At any Stockholder meeting at which all the outstanding capital stock of the
company is represented either in person and or by proxy, any lawful business may
be transacted and such meeting shall be valid for all purposes.
SECTION E. QUORUM AT THE STOCKHOLDERS' MEETING, the holders of FIFTY ONE PERCENT
(51%) of the entire issued and outstanding capital stock to the company shall
constitute a quorum for the purpose of such meetings.
If the holders of the amount of stock necessary to constitute a quorum shall
fail to attend in person or by proxy or as agreed to in Section A at the time
and place fixed by these Bylaws for any annual meeting or fixed by a notice as
above provided for a special meeting, a majority in interest of the Stockholders
present in person or by proxy may adjourn from time to time without notice other
than by announcement at the meeting, until holders of the amount of requisite to
constitute a quorum shall attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted as originally called.
SECTION F. VOTING BY EACH ENTITLED SHAREHOLDER shall be based upon one vote per
each common share of stock and Preferred shares votes are as follows:
Common Stock: One vote per share
The voting rights of the Preferred Shares if any are at the approval of the
Board of Directors and may be changed accordingly at the consent of the Board.
The number of held shares as determined above will be based upon the tenth day
proceeding the day of such meeting.
Voting will be done by ballot for annual meeting and/or voice in case of a
special and or noticed waived meeting.
E-1
On a voice vote a full, true and complete alphabetical list, certified by the
Secretary of the Company and indicating the number of shares held by each of all
the stockholders entitled to vote at such meeting shall be furnished. Said list
shall be prepared at lease ten day before such meeting, and shall be open the
inspection of the stockholders, or their agents or proxies, at the place where
such meeting is to b e held, and for ten days prior thereto. Only the person in
whose names shares of stock are registered on the books of the company for ten
days preceding to vote at such meeting. Proxies and Powers of Attorney to vote
must be filed with the Secretary of the Corporation before an election and
election or a meeting of the Stockholders, or they cannot be used at such
election or meeting.
SECTION G. BALLOT AND/OR VOICE VOTING will be conducted as follows:
At the meeting of stock holders were ballots are being used, the polls will be
opened at the commencement of the meeting and will be closed upon the closing of
the meeting. The voting results will be issued with in 24 hours of the closing
of the polls.
At the meeting of the stockholders were a voice vote is used the Secretary of
the Corporation will call each shareholders name and the shareholder will vote
and the secretary will record the vote. The voting results will be stated at the
meeting as soon as the voice votes are tallied.
SECTION H. MAJORITY VOTE OF THE ATTENDEES once a quorum is obtained (fifty one
percent [51%] of the issued and outstanding) will constitute approval for the:
Election of Directors
Business matters that require stockholder approval as listed on the Agenda of
stockholder meeting whether it was an Annual Meeting, Special Meeting and/or
Waived Noticed Meeting.
SECTION I. STOCKHOLDER MEETING AGENDA will adhere to the regular order of
business (as required) which shall be as follows:
10. Call meeting to order and verify that quorum is in attendance;
11. Reading and approval of the minutes of the previous Stockholders
meeting and/or meetings
12. Reports of the Board of Directors, the President, Treasure, and
Secretary of the Corporation in the order named;
13. Reports of Committees;
14. Review of all contracts that are considered significant in nature;
15. Election of Directors;
16. Unfinished Business;
17. New Business;
18. Adjournment.
ARTICLE 2. DIRECTORS AND MEETINGS DIRECTORS
SECTION A. THE BOARD OF DIRECTORS for the corporation will comprise of at least
one persons and a maximum of seven persons, all of which will be chosen by the
stockholders at the annual stockholders' meeting, and who shall hold office for
one year, and or until a qualified successor is elected.
E-2
SECTION B. TO BE A DIRECTOR, THE PERSON WILL NEED:
5. To be qualified as a director the person needs to have been in
business for at least five (5) years as a manager or its equivalent.
6. to fill out director questionnaire
7. to be of good moral character
8. not be a shareholder.
SECTION C. REPLACEMENT OF A DIRECTOR will occur when during the tenure if a
Director suffers illness and or death, submits a resignation, is disqualified
due to illegal activities, and or removed by the majority of shareholders.
If the directors' vacancy occurs then the remaining directors may elect a new
director to fill the vacancy during the remaining tenure.
SECTION D. REPLACEMENT OF THE BOARD OF DIRECTORS may occur if a majority of
stockholders (as determined by ARTICLE 1 SECTION E) have determined that the
Board of Directors is not acting in the best interest of the Company then
4. The majority of stockholders after serving notice on the current
Board Chairmen that the majority of Stockholders will hold an
election to replace the current Board of Directors
5. The majority of stockholders must hold a special meeting with 30
days of notification to the Board of Directors then
6. If the current Board of Directors is replaced then the new Directors
will complete the term of the replaced Board.
SECTION E. MEETINGS OF THE BOARD OF DIRECTORS will occur from time to time
during the annual term of the Board of Directors or as follows;
5. Annual meeting of the Board of Directors will occur within one day
of the Stockholders Annual meeting once the election of Directors
has been confirmed.
6. Three Quarterly meetings of the Board of Directors will occur one
per quarter after the Annual meeting of the Board of Directors. The
first meeting will be in the fourth month after the annual meeting
has occurred.
7. Other meetings may occur from time to time during the term of the
Board of Directors.
8. Special meetings of the Board of Directors may occur if called by
the President/ CEO and/or the Chairman of the Board.
SECTION F. PHYSICAL MEETINGS ARE NOT REQUIRED to constitute a Board of Directors
meeting. A meeting may be held telephonically, by videoconferencing and/or in
person.
Notice of a meeting may be sent via email, registered mail, overnight carrier,
instant messaging, telephonically and/or in person. Notice has to be sent 24
hours before the schedule meeting time.
Special meetings may occur from time to time provided a majority of the Board of
Directors is present and sign a waiver of notice for the purpose of that
meeting.
SECTION G. A MAJORITY OF BOARD OF DIRECTORS WILL CONSTITUTE A QUORUM for the
transaction of business. Any and all legal business may be conducted by the
Board of Directors provided that;
4. There is a quorum present and
5. The meeting was properly noticed and/or
6. Notice of meeting was waived by all the Directors present that
represent the Quorum.
SECTION H. ACTION BY UNANIMOUS WRITTEN CONSENT of the Board of Directors may be
substituted for a meeting of the Board of Directors as long the action approved
is unanimous. Any legal business may be conducted using written consent.
SECTION I. DIRECTORS MEETING AGENDA will adhere to the regular order of business
(as required) which shall be as follows:
8. Call meeting to order and verify that quorum is in attendance;
9. Reading and approval of the minutes of the previous Directors
meeting and/or meetings
10. Review items as listed on agenda
11. Vote on items listed on agenda as required
12. Review of all contracts that are considered significant in nature;
13. Review unfinished Business;
14. Adjournment.
E-3
SECTION I. DIRECTORS WILL BE COMPENSATED AS FOLLOWS:
3. Paid for all expenses to attend director, shareholders, company
functions and any other expenses as required to attend Company
functions.
4. Paid for their services as a director as approved by a majority of
the shareholders.
SECTION J. RESPONSIBILITIES OF THE BOARD OF DIRECTORS ARE AS FOLLOWS:
8. Make a report for the annual meeting of the Stockholders, as to the
condition of the Company and have those reports available for the
Stockholders.
9. Review any contracts of significant nature and request Stockholders
approval if required.
10. Provide guidance to management from time to time as the Board sees
fit and if necessary establish a committee to provide guidance to
management
11. authorized to exercise its corporate authority for such purposes as
General Agent of the Company
12. Elect officers of the corporation including but not limited to
President, Secretary, Treasurer and who's tenure is for a least one
year unless extended by contract
13. Elect new officers if a vacancy occurs during the officers term
14. Remove officers of the corporation if the officer suffers illness
and or death, submits a resignation, is disqualified due to illegal
activities, and or removed by the majority of directors.
ARTICLE 3. OFFICERS AND THEIR DUTIES
SECTION A. THE OFFICERS' POSITIONS ARE AS FOLLOWS:
6. President and CEO
7. Vice President
8. Treasure
9. Secretary
10. Or any other position as created by the majority of the Quorum of
the Board of Directors and/or Stockholders
SECTION B. THE OFFICER'S DUTIES ARE AS FOLLOWS:
5. PRESIDENT AND CEO [CHIEF EXECUTIVE OFFICER], shall be the Executive
officer of the Corporation and shall have the supervision of the
direction of the Corporation's affairs, subject to the control of
the Board of Directors, with the full power to execute all
resolutions and orders of the Board of Directors, not especially
entrusted to some other officer of the Corporation. The President
shall be a member of the Executive committee and Chairman thereof.
The President shall preside at all meeting of the Board of
Directors, at all meeting of the Stockholders, shall sign the
Certificates of Stock issued by the Corporation and shall perform
such other duties as shall be prescribed by the Board of Directors.
6. VICE PRESIDENT, shall be vested with all the powers to perform all
the duties of the President in the presidents absence or inability
to act, including the signing of certificates of Stock issued by the
Corporation, and shall perform such duties as shall be prescribed by
the Board of Directors.
7. TREASURER, shall have the custody of all the funds and securities of
the Corporation. When necessary of or proper the Treasurer shall
endorse for collection, on behalf of the Corporation, checks, notes,
and other obligations: he shall deposit all monies to the credit of
the Corporation in such bank or banks or other depository as the
Board of Directors may designate; and shall sign all receipts and
vouchers for payment made by the Corporation, except as herein
otherwise provided. The Treasure shall sigh with the President all
bill of exchange and promissory notes of the Corporation; shall have
the care and custody of the stocks, bonds, certificates, vouchers,
evidence of debts, securities, and such other property belonging to
the Corporation as the Board of Directors shall designate signed by
the Treasure whether required by law, by the By-Laws, or the Board
of Directors. Whenever required by the Board of Directors, the
Treasure shall render a statement of the cash account; and shall
enter regularly in the books of the Corporation full and accurate
accounts of all monies received and paid by the Treasure on account
of the Corporation. The Treasure shall at all reasonable times
exhibit the books of account to any Directors of the Corporation
during business hours, and he shall perform all acts incident to the
position of Treasurer subject to control of the Board of Directors.
The Treasure shall, if required by the Board of Directors, give bond
to the Corporation conditioned for the faithful performance of all
duties as Treasure in such sum, and with such surety as shall be
approved by the Board of Directors, with expense of such bond to be
borne by the Corporation.
E-4
8. SECRETARY shall keep the Minutes of all meetings of the Board of
Directors and the Minutes of all Meeting of the Stockholders and of
the Executive Committee in books provided for that purpose. The
Secretary shall attend to the giving and serving of all notices of
the Corporation; may sign with the President of Vice-President, in
the name of the Corporation, all contracts authorized by the Board
of Directors of Executive Committee; shall affix the Corporate Seal,
if any, to all Certificate of Stock duly issued by the Corporation
Shall have charge of Stock Certificate Books, Transfer Books and
Stock Ledgers, and such books and Papers as the Board of Directors
of the Executive Committee may direct all of which shall at all
reasonable times be open to the examination of any Director upon
application at the office of the Corporation during business hours,
and shall in general, perform all duties incident to the Office of
Secretary. The Secretary may contract with an independent outside
agency for the purpose of stock Issuance and stock transfers for the
Corporation.
SECTION C. OTHER POWERS OF THE PRESIDENT, are as follows; Shall have full power
and authority on behalf of the Corporation to attend, to act at, and to vote at
any meetings of the Stockholders of any Corporation in which the Corporation may
hold stock, and at any meeting, he shall posses and may exercise any and all
rights and powers incident to the ownership of such stock which as the owner
thereof, the Corporation have possessed and exercised if present.
SECTION D. LIMITS ON PRESIDENTIAL POWERS and or changes thereof may occur from
time to time by resolution of the Board of Directors and may authorize those
powers conferred to other officers and or committees.
ARTICLE 4. CAPITAL STOCK
SECTION A. THE CAPITAL STOCK OF THE CORPORATION shall be issued in such manner
and at such times upon such conditions as shall be prescribed by the Board of
Directors.
SECTION B. OWNERSHIP OF STOCK in the Corporation shall be evidenced by
Certificates of such Stock in such forms as shall as shall be prescribed by the
Board of Directors and shall be under the Seal of the Corporation and have the
signature printed on the certificates of both the President and the Secretary of
the Corporation. If shares of stock are issued by the Corporation, all
certificates shall be consecutively numbered and issued with the name of the
person and or entity that owns the shares listed as owner. Such information
shall also register on the Corporations issuance log. If shares are issued by an
independent stock issuance and transfer agent, all certificates shall be
consecutively numbered and issued with the name of the person and or entity that
owns the shares listed as owner. Such information shall also register on the
Corporations issuance log maintained by the independent stock issuance and
transfer agent. No stock issuance will occur unless an authorized stock issuance
resolution is issued by the Company and signed by the President and or
authorized officer of the Company. All certificates surrendered to the
Corporation shall be canceled and no new certificate shall be issued until the
former certificate for the same number of shares shall have been surrendered and
or canceled.
SECTION C. OWNED STOCK MAY BE TRANSFERRED by the owner of the stock once the
owner executes instruction for the reissue of the stock and has the stock
owner's signature medallion guaranteed on the stock and or stock power
agreement, and then surrenders that certificate with instructions to the
Corporation and/or the transfer agent contracted with the Corporation. The new
stock may be reissued either by a new stock certificate and/or electronically
through CEDE as per the stock owners instruction. The stock cancellation and
re-issuance as per the owner request will be registered in the Corporation stock
records and or the transfer agent's stock records.
SECTION D. REPLACEMENT OF LOST STOCK CERTIFICATES will require a notarized
affidavit or affirmation by the person and or entity claiming that the stock
certificate is lost and such person giving a Bond of Indemnity to the
corporation in amount of twice the value of the certificate that is being
replaced. The Bond is indemnification against any damage, loss, or inconvenience
to the Corporation that may or can arise in consequence of a new and or
duplicate stock certificate being issued in lieu of the one the is lost and or
missing. Once confirmed that the requesting party is still listed as the
registered owner of the stock the Secretary of the Corporation and or the
independent transfer agent may issue a replacement stock certificate. The Board
in its discretion refuse to issue such new or duplicate certificate save upon
the order of some court having jurisdiction in such matter anything herein to
the contrary notwithstanding.
E-5
ARTICLE 5. OFFICES AND BOOKS
SECTION A. THE PRINCIPAL OFFICES OF THE CORPORATION may be at any location
deemed to meet the requirements of the President and/or the Board of Directors.
The principal offices should be located within the state the corporation is
domiciled in unless otherwise authorized by the Board of Directors.
SECTION B. THE BOOKS AND RECORDS will be maintained by the Secretary at the
principal offices and or any other location as authorized by the President and
Secretary of the Corporation.
SECTION C. FINANCIAL BOOKS AND RECORDS will be maintained by the Treasurer at
the principal offices and or any other location as authorized by the President
and Treasure of the Corporation.
ARTICLE 6. AMENDMENT OF BY-LAWS
SECTION A. AMENDMENTS AND CHANGES TO THE BY-LAWS may be made at any regular or
special meeting of the Board of Directors by a majority vote of not less than
all of the entire Board of Directors. In addition, changes may be made by a
majority vote of or by a consent in writing signed by the stockholders of the
issued and outstanding capital stock as determined by ARTICLE 1 SECTION E of the
Corporation.
SECTION B. AMENDMENTS AND CHANGES TO THE BY-LAWS CAN NOT, violate any know state
laws which must be approve by the Corporate Attorney prior to voting on said
amendment.
ARTICLE 7. MISCELLANEOUS
SECTION A. THE BOARD OF DIRECTORS SHALL HAVE THE POWER CHANGE THE DOMICILE OF
THE CORPORATION provided that the change is made at any regular or special
meeting of the Board of Directors by a majority vote of not less than all of the
entire Board of Directors and which will then be ratified by a majority vote of
or by a consent in writing signed by the stockholders of the issued and
outstanding capital stock as determined by ARTICLE 1 SECTION E of the
Corporation.
SECTION B. THE CAPITAL STOCK OF THE CORPORATION MAY BE CHANGED by the Board of
Directors as long as that change is made at any regular or special meeting of
the Board of Directors by a majority vote of not less than all of the entire
Board of Directors and which will then be ratified by a majority vote of or by a
consent in writing signed by the stockholders of the issued and outstanding
capital stock as determined by ARTICLE 1 SECTION E of the Corporation.
Change to the capital stock include;
5. Stock splits either forward and/or reverse
6. Increases in Shares Authorized
7. Issuance of Preferred Stock
8. Certificate of Designation for Preferred Stock
SECTION C. TYPES OF CAPITAL STOCK OF THE CORPORATION MAY BE APPROVED by the
Board of Directors as long as that change is made at any regular or special
meeting of the Board of Directors by a majority vote of not less than all of the
entire Board of Directors.
Types of Capital Stock
3. Dividends issued
4. Warrants issued
E-6
SECTION D. LENDING BY THE CORPORATION WILL NOT OCCUR UNLESS UNANIMOUSLY APPROVED
BY THE BOARD OF DIRECTORS if the amount is not greater then Five Million Dollars
($5,000,000) and or more then twenty percent (20%) of the Corporations net worth
which ever is lesser. Amounts greater then those stated will require approval at
any regular or special meeting of the Board of Directors by a majority vote of
not less than all of the entire Board of Directors and which will then be
ratified by a majority vote of or by a consent in writing signed by the
stockholders of the issued and outstanding capital stock as determined by
ARTICLE 1 SECTION E of the Corporation. If the loan amount is less the One
Hundred Thousand Dollars ($100,000) or less then Five percent (5%) of the
Corporation net worth which ever is lesser, must be approved jointly by the
President and Treasure of the Corporation
SECTION E. INDEBTEDNESS BY THE CORPORATION WILL NOT OCCUR UNLESS UNANIMOUSLY
APPROVED BY THE BOARD OF DIRECTORS if the amount is not greater then Five
Million Dollars ($5,000,000) and or more then twenty percent (20%) of the
Corporations net worth which ever is lesser. Amounts greater then those stated
will require approval at any regular or special meeting of the Board of
Directors by a majority vote of not less than all of the entire Board of
Directors and which will then be ratified by a majority vote of or by a consent
in writing signed by the stockholders of the issued and outstanding capital
stock as determined by ARTICLE 1 SECTION E of the Corporation. If the
indebtedness amount is less the One Hundred Thousand Dollars ($100,000) or less
then Five percent (5%) of the Corporation net worth which ever is lesser, must
be approved jointly by the President and Treasure of the Corporation
SECTION F. ALL CONTRACTS MUST BE SIGNED BY THE PRESIDENT AND SECRETARY of the
Corporation unless otherwise ordered by the Board of Directors.
SECTION G. CAPITAL RAISES BY THE CORPORATION IN THE FORM OF EQUITY WILL NOT
OCCUR UNLESS APPROVED BY THE MAJORITY OF BOARD OF DIRECTORS if the amount is not
greater then Five Million Dollars ($5,000,000) and or more then twenty percent
(20%) of the Corporations net worth which ever is lesser. Amounts greater then
those stated will require approval at any regular or special meeting of the
Board of Directors by a majority vote of not less than all of the entire Board
of Directors and which will then be ratified by a majority vote of or by a
consent in writing signed by the stockholders of the issued and outstanding
capital stock as determined by ARTICLE 1 SECTION E of the Corporation.
KNOW ALL PRESENT THAT AS OF THIS DATE THE FOLLOWING DIRECTOR APPROVE AND DO
HEREBY CONSENT TO THE FOREGOING BY-LAWS AND ADOPT THE SAME AS AND FOR THE
BY-LAWS OF SAID CORPORATION .
/s/ Albert Reda
---------------------------------
ALBERT REDA
E-7
Exhibit F
NRS 92A.300 Definitions. As used in NRS 92A.300 to 92A.500, inclusive, unless
the context otherwise requires, the words and terms defined in NRS 92A.305 to
92A.335, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 1995, 2086)
NRS 92A.305 "Beneficial stockholder" defined. "Beneficial stockholder"
means a person who is a beneficial owner of shares held in a voting trust or by
a nominee as the stockholder of record.
(Added to NRS by 1995, 2087)
NRS 92A.310 "Corporate action" defined. "Corporate action" means the
action of a domestic corporation.
(Added to NRS by 1995, 2087)
NRS 92A.315 "Dissenter" defined. "Dissenter" means a stockholder who is
entitled to dissent from a domestic corporation's action under NRS 92A.380 and
who exercises that right when and in the manner required by NRS 92A.400 to
92A.480, inclusive.
(Added to NRS by 1995, 2087; A 1999, 1631)
NRS 92A.320 "Fair value" defined. "Fair value," with respect to a
dissenter's shares, means the value of the shares immediately before the
effectuation of the corporate action to which he objects, excluding any
appreciation or depreciation in anticipation of the corporate action unless
exclusion would be inequitable.
(Added to NRS by 1995, 2087)
NRS 92A.325 "Stockholder" defined. "Stockholder" means a stockholder of
record or a beneficial stockholder of a domestic corporation.
(Added to NRS by 1995, 2087)
NRS 92A.330 "Stockholder of record" defined. "Stockholder of record" means
the person in whose name shares are registered in the records of a domestic
corporation or the beneficial owner of shares to the extent of the rights
granted by a nominee's certificate on file with the domestic corporation.
(Added to NRS by 1995, 2087)
NRS 92A.335 "Subject corporation" defined. "Subject corporation" means the
domestic corporation which is the issuer of the shares held by a dissenter
before the corporate action creating the dissenter's rights becomes effective or
the surviving or acquiring entity of that issuer after the corporate action
becomes effective.
(Added to NRS by 1995, 2087)
NRS 92A.340 Computation of interest. Interest payable pursuant to NRS
92A.300 to 92A.500, inclusive, must be computed from the effective date of the
action until the date of payment, at the average rate currently paid by the
entity on its principal bank loans or, if it has no bank loans, at a rate that
is fair and equitable under all of the circumstances.
(Added to NRS by 1995, 2087)
NRS 92A.350 Rights of dissenting partner of domestic limited partnership.
A partnership agreement of a domestic limited partnership or, unless otherwise
provided in the partnership agreement, an agreement of merger or exchange, may
provide that contractual rights with respect to the partnership interest of a
dissenting general or limited partner of a domestic limited partnership are
available for any class or group of partnership interests in connection with any
merger or exchange in which the domestic limited partnership is a constituent
entity.
(Added to NRS by 1995, 2088)
NRS 92A.360 Rights of dissenting member of domestic limited-liability
company. The articles of organization or operating agreement of a domestic
limited-liability company or, unless otherwise provided in the articles of
organization or operating agreement, an agreement of merger or exchange, may
provide that contractual rights with respect to the interest of a dissenting
member are available in connection with any merger or exchange in which the
domestic limited-liability company is a constituent entity.
(Added to NRS by 1995, 2088)
NRS 92A.370 Rights of dissenting member of domestic nonprofit corporation.
F-1
1. Except as otherwise provided in subsection 2, and unless otherwise
provided in the articles or bylaws, any member of any constituent domestic
nonprofit corporation who voted against the merger may, without prior notice,
but within 30 days after the effective date of the merger, resign from
membership and is thereby excused from all contractual obligations to the
constituent or surviving corporations which did not occur before his resignation
and is thereby entitled to those rights, if any, which would have existed if
there had been no merger and the membership had been terminated or the member
had been expelled.
2. Unless otherwise provided in its articles of incorporation or bylaws,
no member of a domestic nonprofit corporation, including, but not limited to, a
cooperative corporation, which supplies services described in CHAPTER 704 of NRS
to its members only, and no person who is a member of a domestic nonprofit
corporation as a condition of or by reason of the ownership of an interest in
real property, may resign and dissent pursuant to subsection 1.
(Added to NRS by 1995, 2088)
NRS 92A.380 Right of stockholder to dissent from certain corporate actions
and to obtain payment for shares.
1. Except as otherwise provided in NRS 92A.370 and 92A.390, any
stockholder is entitled to dissent from, and obtain payment of the fair value of
his shares in the event of any of the following corporate actions:
(a) Consummation of a conversion or plan of merger to which the domestic
corporation is a constituent entity:
(1) If approval by the stockholders is required for the conversion
or merger by NRS 92A.120 to 92A.160, inclusive, or the articles of
incorporation, regardless of whether the stockholder is entitled to vote on the
conversion or plan of merger; or
(2) If the domestic corporation is a subsidiary and is merged with
its parent pursuant to NRS 92A.180.
(b) Consummation of a plan of exchange to which the domestic corporation
is a constituent entity as the corporation whose subject owner's interests will
be acquired, if his shares are to be acquired in the plan of exchange.
(c) Any corporate action taken pursuant to a vote of the stockholders to
the extent that the articles of incorporation, bylaws or a resolution of the
board of directors provides that voting or nonvoting stockholders are entitled
to dissent and obtain payment for their shares.
(d) Any corporate action not described in paragraph (a), (b) or (c) that
will result in the stockholder receiving money or scrip instead of fractional
shares except where the stockholder would not be entitled to receive such
payment pursuant to NRS 78.205, 78.2055 or 78.207.
2. A stockholder who is entitled to dissent and obtain payment pursuant to
NRS 92A.300 to 92A.500, inclusive, may not challenge the corporate action
creating his entitlement unless the action is unlawful or fraudulent with
respect to him or the domestic corporation.
3. From and after the effective date of any corporate action described in
subsection 1, no stockholder who has exercised his right to dissent pursuant to
NRS 92A.300 to 92A.500, inclusive, is entitled to vote his shares for any
purpose or to receive payment of dividends or any other distributions on shares.
This subsection does not apply to dividends or other distributions payable to
stockholders on a date before the effective date of any corporate action from
which the stockholder has dissented.
(Added to NRS by 1995, 2087; A 2001, 1414, 3199; 2003, 3189; 2005, 2204;
2007, 2438)
NRS 92A.390 Limitations on right of dissent: Stockholders of certain
classes or series; action of stockholders not required for plan of merger.
F-2
1. There is no right of dissent with respect to a plan of merger or
exchange in favor of stockholders of any class or series which, at the record
date fixed to determine the stockholders entitled to receive notice of and to
vote at the meeting at which the plan of merger or exchange is to be acted on,
were either listed on a national securities exchange, included in the national
market system by the National Association of Securities Dealers, Inc., or held
by at least 2,000 stockholders of record, unless:
(a) The articles of incorporation of the corporation issuing the shares
provide otherwise; or
(b) The holders of the class or series are required under the plan of
merger or exchange to accept for the shares anything except:
(1) Cash, owner's interests or owner's interests and cash in lieu of
fractional owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective date of the plan
of merger or exchange, were either listed on a national securities exchange,
included in the national market system by the National Association of Securities
Dealers, Inc., or held of record by a least 2,000 holders of owner's interests
of record; or
(2) A combination of cash and owner's interests of the kind
described in sub-subparagraphs (I) and (II) of subparagraph (1) of paragraph
(b).
2. There is no right of dissent for any holders of stock of the surviving
domestic corporation if the plan of merger does not require action of the
stockholders of the surviving domestic corporation under NRS 92A.130.
(Added to NRS by 1995, 2088)
NRS 92A.400 Limitations on right of dissent: Assertion as to portions only
to shares registered to stockholder; assertion by beneficial stockholder.
1. A stockholder of record may assert dissenter's rights as to fewer than
all of the shares registered in his name only if he dissents with respect to all
shares beneficially owned by any one person and notifies the subject corporation
in writing of the name and address of each person on whose behalf he asserts
dissenter's rights. The rights of a partial dissenter under this subsection are
determined as if the shares as to which he dissents and his other shares were
registered in the names of different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to shares
held on his behalf only if:
(a) He submits to the subject corporation the written consent of the
stockholder of record to the dissent not later than the time the beneficial
stockholder asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is the beneficial
stockholder or over which he has power to direct the vote.
(Added to NRS by 1995, 2089)
NRS 92A.410 Notification of stockholders regarding right of dissent.
1. If a proposed corporate action creating dissenters' rights is submitted
to a vote at a stockholders' meeting, the notice of the meeting must state that
stockholders are or may be entitled to assert dissenters' rights under NRS
92A.300 to 92A.500, inclusive, and be accompanied by a copy of those sections.
2. If the corporate action creating dissenters' rights is taken by written
consent of the stockholders or without a vote of the stockholders, the domestic
corporation shall notify in writing all stockholders entitled to assert
dissenters' rights that the action was taken and send them the dissenter's
notice described in NRS 92A.430.
F-3
(Added to NRS by 1995, 2089; A 1997, 730)
NRS 92A.420 Prerequisites to demand for payment for shares.
1. If a proposed corporate action creating dissenters' rights is submitted
to a vote at a stockholders' meeting, a stockholder who wishes to assert
dissenter's rights:
(a) Must deliver to the subject corporation, before the vote is taken,
written notice of his intent to demand payment for his shares if the proposed
action is effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. If a proposed corporate action creating dissenters' rights is taken by
written consent of the stockholders, a stockholder who wishes to assert
dissenters' rights must not consent to or approve the proposed corporate action.
3. A stockholder who does not satisfy the requirements of subsection 1 or
2 and NRS 92A.400 is not entitled to payment for his shares under this chapter.
(Added to NRS by 1995, 2089; A 1999, 1631; 2005, 2204)
NRS 92A.430 Dissenter's notice: Delivery to stockholders entitled to
assert rights; contents.
1. The subject corporation shall deliver a written dissenter's notice to
all stockholders entitled to assert dissenters' rights.
2. The dissenter's notice must be sent no later than 10 days after the
effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where and when
certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates to what
extent the transfer of the shares will be restricted after the demand for
payment is received;
(c) Supply a form for demanding payment that includes the date of the
first announcement to the news media or to the stockholders of the terms of the
proposed action and requires that the person asserting dissenter's rights
certify whether or not he acquired beneficial ownership of the shares before
that date;
(d) Set a date by which the subject corporation must receive the demand
for payment, which may not be less than 30 nor more than 60 days after the date
the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.
(Added to NRS by 1995, 2089; A 2005, 2205)
NRS 92A.440 Demand for payment and deposit of certificates; retention of
rights of stockholder.
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he or the beneficial owner on whose behalf he is
dissenting, as the case may be, acquired beneficial ownership of the shares
before the date required to be set forth in the dissenter's notice for this
certification; and
(c) Deposit his certificates, if any, in accordance with the terms of the
notice.
F-4
2. The stockholder who demands payment and deposits his certificates, if
any, before the proposed corporate action is taken retains all other rights of a
stockholder until those rights are cancelled or modified by the taking of the
proposed corporate action.
3. The stockholder who does not demand payment or deposit his certificates
where required, each by the date set forth in the dissenter's notice, is not
entitled to payment for his shares under this chapter.
(Added to NRS by 1995, 2090; A 1997, 730; 2003, 3189)
NRS 92A.450 Uncertificated shares: Authority to restrict transfer after
demand for payment; retention of rights of stockholder.
1. The subject corporation may restrict the transfer of shares not
represented by a certificate from the date the demand for their payment is
received.
2. The person for whom dissenter's rights are asserted as to shares not
represented by a certificate retains all other rights of a stockholder until
those rights are cancelled or modified by the taking of the proposed corporate
action.
(Added to NRS by 1995, 2090)
NRS 92A.460 Payment for shares: General requirements.
1. Except as otherwise provided in NRS 92A.470, within 30 days after
receipt of a demand for payment, the subject corporation shall pay each
dissenter who complied with NRS 92A.440 the amount the subject corporation
estimates to be the fair value of his shares, plus accrued interest. The
obligation of the subject corporation under this subsection may be enforced by
the district court:
(a) Of the county where the corporation's principal office is located;
(b) If the corporation's principal office is not located in this State, in
Carson City; or
(c) At the election of any dissenter residing or having its principal
office in this State, of the county where the dissenter resides or has its
principal office.
The court shall dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of payment, a statement of income
for that year, a statement of changes in the stockholders' equity for that year
and the latest available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of the fair value of
the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment under NRS
92A.480; and
F-5
(e) A copy of NRS 92A.300 to 92A.500, inclusive.
(Added to NRS by 1995, 2090; A 2007, 2704)
NRS 92A.470 Payment for shares: Shares acquired on or after date of
dissenter's notice.
1. A subject corporation may elect to withhold payment from a dissenter
unless he was the beneficial owner of the shares before the date set forth in
the dissenter's notice as the date of the first announcement to the news media
or to the stockholders of the terms of the proposed action.
2. To the extent the subject corporation elects to withhold payment, after
taking the proposed action, it shall estimate the fair value of the shares, plus
accrued interest, and shall offer to pay this amount to each dissenter who
agrees to accept it in full satisfaction of his demand. The subject corporation
shall send with its offer a statement of its estimate of the fair value of the
shares, an explanation of how the interest was calculated, and a statement of
the dissenters' right to demand payment pursuant to NRS 92A.480.
(Added to NRS by 1995, 2091)
NRS 92A.480 Dissenter's estimate of fair value: Notification of subject
corporation; demand for payment of estimate.
1. A dissenter may notify the subject corporation in writing of his own
estimate of the fair value of his shares and the amount of interest due, and
demand payment of his estimate, less any payment pursuant to NRS 92A.460, or
reject the offer pursuant to NRS 92A.470 and demand payment of the fair value of
his shares and interest due, if he believes that the amount paid pursuant to NRS
92A.460 or offered pursuant to NRS 92A.470 is less than the fair value of his
shares or that the interest due is incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to this section
unless he notifies the subject corporation of his demand in writing within 30
days after the subject corporation made or offered payment for his shares.
(Added to NRS by 1995, 2091)
NRS 92A.490 Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter.
1. If a demand for payment remains unsettled, the subject corporation
shall commence a proceeding within 60 days after receiving the demand and
petition the court to determine the fair value of the shares and accrued
interest. If the subject corporation does not commence the proceeding within the
60-day period, it shall pay each dissenter whose demand remains unsettled the
amount demanded.
2. A subject corporation shall commence the proceeding in the district
court of the county where its principal office is located. If the principal
office of the subject corporation is not located in the State, it shall commence
the proceeding in the county where the principal office of the domestic
corporation merged with or whose shares were acquired by the foreign entity was
located. If the principal office of the subject corporation and the domestic
corporation merged with or whose shares were acquired is not located in this
State, the subject corporation shall commence the proceeding in the district
court in Carson City.
3. The subject corporation shall make all dissenters, whether or not
residents of Nevada, whose demands remain unsettled, parties to the proceeding
as in an action against their shares. All parties must be served with a copy of
the petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.
F-6
4. The jurisdiction of the court in which the proceeding is commenced
under subsection 2 is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend a decision on the
question of fair value. The appraisers have the powers described in the order
appointing them, or any amendment thereto. The dissenters are entitled to the
same discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is entitled to a
judgment:
(a) For the amount, if any, by which the court finds the fair value of his
shares, plus interest, exceeds the amount paid by the subject corporation; or
(b) For the fair value, plus accrued interest, of his after-acquired
shares for which the subject corporation elected to withhold payment pursuant to
NRS 92A.470.
(Added to NRS by 1995, 2091; A 2007, 2705)
NRS 92A.500 Legal proceeding to determine fair value: Assessment of costs
and fees.
1. The court in a proceeding to determine fair value shall determine all
of the costs of the proceeding, including the reasonable compensation and
expenses of any appraisers appointed by the court. The court shall assess the
costs against the subject corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously or not
in good faith in demanding payment.
2. The court may also assess the fees and expenses of the counsel and
experts for the respective parties, in amounts the court finds equitable:
(a) Against the subject corporation and in favor of all dissenters if the
court finds the subject corporation did not substantially comply with the
requirements of NRS 92A.300 to 92A.500, inclusive; or
(b) Against either the subject corporation or a dissenter in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously or not in good faith with
respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.
3. If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the subject corporation, the
court may award to those counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the court may assess
the costs against the subject corporation, except that the court may assess
costs against all or some of the dissenters who are parties to the proceeding,
in amounts the court finds equitable, to the extent the court finds that such
parties did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding commenced
pursuant to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68
or NRS 17.115.
(Added to NRS by 1995, 2092)
F-7