SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material under Section 240.14a-12
RRUN VENTURES NETWORK, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Proposed maximum aggregate value of transaction:
4) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
RRUN VENTURES NETWORK, INC.
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
December 16, 2002
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of RRUN
Ventures Network, Inc., which will be held at the offices of the Company at 62
W. 8th Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y 1M7 on
December 30, 2002 at 10:00 a.m. Pacific Time.
Details of the business to be conducted at the annual meeting are given in the
attached Notice of Annual Meeting of Shareholders and Proxy Statement.
Whether or not you attend the annual meeting, it is important that your shares
be represented and voted at the meeting. Therefore, I urge you to sign, date,
and promptly return the enclosed proxy. If you decide to attend the annual
meeting and vote in person, you will of course have that opportunity.
On behalf of the board of directors, I would like to express our appreciation
for your continued interest in the affairs of RRUN Ventures, Network, Inc.
Sincerely,
Ray A. Hawkins
President & CEO & Director
RRUN VENTURES NETWORK, INC.
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
Telephone (604) 682-6541
____________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
___________________________________________________
TO THE SHAREHOLDERS OF.:
The annual meeting of the shareholders of RRUN Ventures Network, Inc. will be
held at the offices of the Company at 62 W. 8th Avenue, 4th Floor, Vancouver,
British Columbia, Canada V5Y 1M7 on December 30, 2002 at 10:00 a.m. Pacific
Time, for the following purposes:
1. To elect three directors to serve until the next annual meeting or
until their successors are elected and qualified;
2. To confirm the appointment of Morgan & Company as auditors for the
Company;
3. To ratify the amended bylaws approved by the Board of Directors;
4. To vote upon a proposal to amend the articles of incorporation in
order the authorize the board of directors to increase the number of
authorized common shares from 100,000,000 shares to 250,000,000 shares
and to authorize 200,000,000 shares of preferred stock; and
5. To transact any other business that may properly come before the
meeting or any adjournment of the meeting.
Shareholders of record at the close of business on December 5, 2002 are entitled
to notice of and to vote at the meeting. The Company's proxy statement and its
2001 annual report to shareholders accompany this notice.
All shareholders are invited to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS,
Ray A. Hawkins, President, CEO & Director
Vancouver, British Columbia, Canada
December 16, 2002
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IMPORTANT
Whether or not you expect to attend in person, we urge you to sign, date, and
return the enclosed Proxy at your earliest convenience. This will ensure the
presence of a quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE
PROXY WILL SAVE THE COMPANY THE EXPENSE AND EXTRA WORK OF ADDITIONAL
SOLICITATION. Sending in your Proxy will not prevent you from voting your stock
at the meeting if you desire to do so, as your Proxy is revocable at your
option.
4
RRUN Ventures Network, Inc.
62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada V5Y 1M7
Telephone (604) 682-6541
________________________________________________
PROXY STATEMENT
________________________________________________
For the Annual Meeting of Shareholders
To be held December 30, 2002
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION
WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY RRUN VENTURES NETWORK, INC. OR ANY OTHER PERSON.
MATTERS TO BE CONSIDERED
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of RRUN Ventures Network, Inc. (the "Company") for use
at the annual meeting of the shareholders of the Company, or any adjournments
thereof. The meeting will be held at the offices of the Company at 62 W. 8th
Avenue, 4th Floor, Vancouver, British Columbia, Canada V5Y 1M7 on December 30,
2002 at 10:00 am. Pacific Time, to elect three directors to serve until the next
annual meeting or until their successors are elected and qualified, to confirm
the appointment of the accounting firm of Morgan & Company as the Company's
auditors, to approve the amended Bylaws of the Company and to approve amendment
to the articles of incorporation.
Management knows of no other business that may properly come before the meeting.
The above matters require for their approval the affirmative vote of a majority
of the shares represented at a meeting at which a quorum is present.
This proxy statement and the enclosed form of proxy are first being mailed to
shareholders on or about December 16, 2002.
RECORD DATE; SOLICITATION OF PROXIES
The board of directors of RRUN Ventures Network, Inc. has fixed the close of
business on December 5, 2002 as the record date for the determination of
shareholders entitled to notice of and to vote at the annual meeting. At the
record date, there were approximately 29,657,123 shares of common stock issued,
outstanding, and entitled to vote at the meeting. Holders of common stock are
entitled to one vote at the meeting for each share of common stock held of
record on the record date. There are no separate voting groups or separate
series of stock.
5
In addition to the solicitation of proxies by the board of directors through use
of the mails, proxies may also be solicited by RRUN Ventures Network, Inc. and
its directors, officers and employees (who will receive no additional
compensation therefor) by telephone, telegram, facsimile transmission or other
electronic communication, and/or by personal interview. RRUN Ventures Network,
Inc. will reimburse banks, brokerage houses, custodians and other fiduciaries
who hold shares of common stock in their name or custody, or in the name of
nominees for others, for their out-of-pocket expenses incurred in forwarding
copies of the proxy materials to those persons for whom they hold such shares.
RRUN Ventures Network, Inc. will bear the costs of the annual meeting and of
soliciting proxies therefor, including the cost of printing and mailing this
proxy statement and related materials. RRUN Ventures Network, Inc. has spent
approximately $3,000 in legal and other expenses in the preparation of this
proxy statement and other expenses connected with the solicitation of security
holders. It is anticipated that RRUN Ventures Network, Inc. will spend an
additional $2,000 in solicitation of security holders before the meeting is
held.
Any questions or requests for assistance regarding RRUN Ventures Network, Inc.'s
proxies and related materials may be directed in writing to Ray A. Hawkins,
President & CEO, at 62 W. 8th Avenue, 4th Floor, Vancouver, British Columbia,
Canada V5Y 1M7.
VOTE REQUIRED AND VOTING
In order to obtain shareholder approval for all matters other than the amendment
to the articles of incorporation, thirty-three and one-third percent (33.33%) of
the issued and outstanding shares of common stock entitled to vote as of the
record date, represented in person or by proxy, is required for a quorum at the
annual meeting. Abstentions may be specified and will be counted as present for
the purpose of determining the existence of a quorum. Election of directors
shall be accomplished by the three candidates receiving a plurality of the votes
cast at a shareholder's meeting at which a quorum is present. The appointment
of Morgan & Company as auditors for the Company and the amend bylaws will be
approved upon the majority vote of the shares in attendance at the meeting at
which a quorum is present. Approval of the amendments to the articles of
incorporation requires the affirmative at the meeting of a majority of all
common shares issued and outstanding.
You can vote by either attending the meeting in person or by filling out and
sending in your proxy. Shares of common stock that are represented by properly
executed proxies, unless such proxies shall have previously been properly
revoked (as provided herein), will be voted in accordance with the instructions
indicated in such proxies. If no contrary instructions are indicated, such
shares will be voted FOR the named nominees for the board of directors
identified herein. Shares represented by proxies that have voted against the
propositions presented at the meeting cannot be used to postpone or adjourn the
meeting in order to solicit more votes for the proposition.
Brokers who hold shares in a street name have the authority to vote when they
have not received instructions from the beneficial owners. Brokers who do not
receive instructions, but who are present in person or by proxy at the meeting
will be counted as present for quorum purposes.
OTHER MATTERS
It is not expected that any matters other than those referred to in this proxy
statement will be brought before the meeting. If other matters are properly
presented, however, the persons named as proxy
6
appointees will vote in accordance with their best judgment on such matters. The
grant of a proxy also will confer discretionary authority on the persons named
as proxy appointees to vote in accordance with their best judgment on matters
incident to the conduct of the meeting.
REVOCATION OF PROXY
Any shareholder may revoke his, her or its proxy (other than an irrevocable
proxy coupled with an interest) at any time before it is voted, by: (1) filing
with the corporate secretary of RRUN Ventures Network, Inc. an instrument
revoking the proxy; (2) returning a duly executed proxy bearing a later date; or
(3) attending the meeting and voting in person. Attendance at the meeting will
not by itself constitute revocation of a proxy.
SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED
IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING PREPAID ENVELOPE.
PROPOSAL I
ELECTION OF DIRECTORS
Three directors are to be elected at the annual meeting, to hold office for one
year until the next annual meeting of shareholders, and until their successors
are elected and qualified. It is intended that the accompanying proxy will be
voted in favor of the following persons to serve as directors unless the
shareholder indicates to the contrary on the proxy. Management expects that each
of the nominees will be available for election, but if any of them is not a
candidate at the time the election occurs, it is intended that such proxy will
be voted for the election of another nominee to be designated by the Board of
Directors to fill any such vacancy.
NOMINEES
The following sets forth information regarding each nominee.
All Positions Years/Mos. Served
And Offices as Director
Name with RRUN Age of the Company
Ray A. Hawkins (1) President, Chief Executive
Officer & Director 33 1 Year/ 3 Mos.
Edwin Kwong (1) Secretary/Treasurer,
Chief Operations Officer,
Chief Financial Officer &
Director 31 1 Year/ 3 Mos.
Pavel Bains (2) Executive Vice President &
Director 27 Less than 1 year
7
(1) Appointed to the Board on August 17, 2001
(2) Appointed to the Board on November 8, 2002
Terms of Office
All executive officers are employed by RRUN on a full-time basis, except Pavel
Bains, who serves as RRUN's Executive Vice President on a less than full-time
basis. Vacancies in the existing Board of Director are filled by majority vote
of the remaining Directors. The officers serve at the will of the Board of
Directors. There are no family relationships between any executive officer and
director.
Ray Hawkins - Director, President & CEO.
As the President & CEO, Mr. Hawkins duties include the forging of business
development, securing of partnerships, and overseeing product development, and
marketing campaigns. Mr. Hawkins is a serial entrepreneur with over a decade of
experience in the fields of media, entertainment, and marketing. From
1990-1995, Mr. Hawkins operated his own music artist management firm, RAH
Talent. During that time Mr. Hawkins also acted as the CEO of Empire
Communications, a record label that produced a number of cutting edge music
artists. From 1993-1997 Mr. Hawkins acted as a music consultant, procuring
cutting edge music for movie and television production houses like Paramount
Pictures and video game companies like Electronic Arts. From 1996-1999 Mr.
Hawkins was the founder, President, and CEO of TAXI Communications Network Inc.,
a leading edge media and marketing firm that produced a popular local culture
magazine, TAXI Vancouver, and developed urban based marketing campaigns for
companies like Labatt Breweries, Universal Music, Virgin Megastore and Molson
Canada.
Edwin Kwong - Director, COO and CFO.
Mr. Kwong uses his background in finance and project management to oversee the
day-to-day operations of RRUN.Mr. Kwong has over 5 years of international
management consulting experience in Project Management and Finance in Canada and
Asia. In 1993 Mr. Kwong received a Bachelor of Commerce in Finance from the
University of British Columbia. In 1996 Mr. Kwong received a Graduate Diploma
in Asian Pacific Management. From 1994-1996 Mr. Kwong worked as Investment
Advisor Assistant for Great Pacific Management in Vancouver. From 1996 to 1997
Mr. Kwong acted as a consultant in Hong Kong for Manulife International Ltd. and
Ernst and Young Management Consulting. From 1997-1998 Mr. Kwong was a Project
Executive for Hopewell Holdings in Hong Kong and Indonesia. In 1998 Mr. Kwong
completed his Level 1 examination in the Chartered Financial Analyst program.
From 1999-2000 Mr. Kwong was the Senior Business Specialist for Intria Items
Inc., a financial technology solutions division of Canadian Imperial Bank of
Commerce.
Pavel Bains - Director, Executive Vice President.
Mr. Bains has over five years of experience in marketing and promotion,
e-commerce development, and business strategy. Prior to RRUN, Mr. Bains was
employed as a Marketing Representative for both Labatt Breweries and Budweiser
where he produced promotional and marketing programs aimed at the urban market.
Mr. Bains has also tenured with the National Basketball Association's Vancouver
8
Grizzlies in a media relations role. Mr. Bains has a Bachelor's degree in
Business Administration from Simon Fraser University where he won a
top-consulting award for his work for Amazon.com.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE NAMED NOMINEES.
PROPOSAL II
SELECTION OF AUDITORS
The board of directors selected Morgan & Company, Chartered Accountants, as the
independent auditors to examine the Company's financial statements for the
fiscal year ended December 31, 2002. The name of the principal accountant for
the Company at Morgan & Company is Mr. Jim Philip. The board has presented this
selection to the shareholders to confirm the appointment.
Representatives of the principal accountant for the current year and for the
most recently completed fiscal year are not expected to be present at the
meeting.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF CONFIRMING THE APPOINTMENT.
PROPOSAL III
AMENDED BYLAWS
On August 17, 2001 the Board of Directors approved amended bylaws in the form
and content attached to this document as Appendix A. The amended bylaws provide
the following:
* Number and Qualification. The authorized number of directors of the
corporation shall be not less than one (1) nor more than twelve (12)
as fixed from time to time by resolution of the Board of Directors;
provided that no decrease in the number of directors shall shorten the
--------
term of any incumbent directors.
* Quorum. At all meetings of stockholders, except where a greater
requirement is provided by statute or by the Articles of
Incorporation, or by the Bylaws, the presence, in person or by proxy
duly authorized, of the holder or holders of 33 1/3 percent of the
outstanding shares of the corporation's common voting stock shall
constitute a quorum for the transaction of business.
* Immunity of Directors and Indemnification of Directors and Officers.
(a) Director Immunity. Directors will be immune from monetary
liabilities to the fullest extent not prohibited by Nevada law.
Excepted from that immunity are:
* a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the
director has a material conflict of interest;
* a violation of criminal law unless the director had
reasonable cause to believe that his or her conduct was
lawful or no reasonable cause to believe that his or her
conduct was unlawful;
* a transaction from which the director derived an improper
personal profit; and
9
* willful misconduct.
(b) Directors and Officers. The corporation will indemnify its
directors and officers to the fullest extent not prohibited by
Nevada law; provided, however, that the corporation may modify
the extent of such indemnification by individual contracts with
its directors and officers; and, provided, further, that the
corporation shall not be required to indemnify any director or
officer in connection with any proceeding (or part thereof)
initiated by such person unless (i) such indemnification is
expressly required to be made by law, (ii) the proceeding was
authorized by the Board of Directors of the corporation, (iii)
such indemnification is provided by the corporation, in its sole
discretion, pursuant to the powers vested in the corporation
under Nevada law or (iv) such indemnification is required to be
made pursuant to the Bylaws.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE AMENDED BYLAWS.
PROPOSAL IV
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED COMMON STOCK FROM 100,000,000 SHARES TO
250,000,000 SHARES AND TO AUTHORIZE
200,000,000 SHARES OF PREFERRED STOCK
Reason for the Increase in Authorized Common Stock
The Company has announced that it is its intention to develop a chain of urban
based liquor licensed entertainment establishments, namely nightclubs, in order
to further its goal of developing an urban lifestyle business. The board of the
company has determined that the best way to do this is to acquire the first club
and possibly the second and use these as models for further establishments which
will be developed from the ground up.
It is expected that the acquisitions will be made via both stock and cash. In
order to raise capital the company will require an increase in shares
outstanding to make the acquisitions. Stock required for the acquisitions will
also have to be provided for. Finally in order to make the acquisitions, there
will be a need for capital to cover the expenses of identification, targeting
and closing the acquisitions including fees for lawyers, accountants and
investment bankers.
Because of the currently low stock price, and given the expected purchase price
of the acquisitions, this may translate into at least 50 million outstanding
shares required to be added to the capital stock. Note that part of the purchase
price of an acquisition or the capital raised may need to include the granting
of warrants. These warrants will therefore be needed to be included in the
authorized number. These additional authorized shares may also aid in the
securing of the capital needed to also cover the corporate expenses required for
the acquisitions. Additional acquisitions or mergers that are made with stock
will also require the additional shares made available by the increase in the
authorized common stock. The company has previously stated it may issue stock to
compensate, staff, consultants and others, and also to settle debts with
suppliers and creditors.
10
The Board believes that the increase in the authorized will be well merited
since it may result in the company building a core of income-producing hard
assets. The Board believes that the impact of these income producing assets may
result in an increase in the company's valuation and stock price such that the
apparent dilution may be more than offset by the increase in valuation such that
stockholders may see an increase in the stock price as a result.
Reason for the Authorization of Preferred Stock
The board of directors has approved an amendment to the articles of
incorporation which would authorize the board of directors of the company to
issue up to 200,000,000 shares of preferred stock. The articles of
incorporation would then allow the board of directors at some later date to
designate the preferred stock into series and to designate the rights and
preferences of each series. The board of directors believes it is in the best
interest of the company to have preferred stock designated so the company has
the flexibility to issue preferred shares quickly in the event it is necessary
in order to raise capital or to attract and retain talent to the company.
If the amendment to the articles of incorporation is approved, the board of
directors will have the authority to designate the rights and preferences of and
to issue preferred shares that may have rights and preferences superior to the
rights and preferences of common stock. These superior rights and preferences
may include without limitation, preferential rights to dividends, to liquidation
proceeds and the right to vote preferred stock as a class on certain issues.
This will have the effect of subordinating the rights currently held by common
shareholders to the rights of preferred shareholders.
In order to allow for the authorization of preferred shares and the increase in
the authorized number of common shares, it is necessary to amend the Articles of
Incorporation of the company and authorize within the Articles of Incorporation
the preferred shares and the increase in the common shares. A copy of the
proposed Certificate of Amendment to Articles of Incorporation is attached to
this proxy statement as Appendix B. A vote in favor of amending the Articles of
Incorporation is also a vote in favor of having an officer of the company sign
and file the Certificate of Amendment to Articles of Incorporation with
applicable Nevada state authorities.
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE AMENDMENT TO THE ARTICLES
OF INCORPORATION.
FUTURE STOCKHOLDER PROPOSALS
It is anticipated that the release date for RRUN Ventures Network, Inc.'s proxy
statement and form of proxy for its next annual meeting of shareholders will be
June 27, 2003. The deadline for submittals of shareholder proposals to be
included in that proxy statement and form of proxy is 120 days prior to that
date. The date after which a notice of a shareholder proposal submitted
independent of RRUN Ventures Network, Inc.'s proxy statement and form of proxy
is considered untimely is 45 days prior to June 27, 2003.
Section 16(a) Beneficial Ownership Reporting Compliance
11
The following persons have failed to file, on a timely basis, the identified
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year:
Number Transactions Known Failures
Of late Not Timely To File a
Name and principal position Reports Reported Required Form
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Ray A. Hawkins 1 0 0
CEO, President and Director
Edwin Kwong 1 0 0
COO, CFO, Treasurer,
Secretary and Director
Saya Kyvrikosaios 1 0 0
Chief Venture Development.
Officer and Director
Pavel Bains 2 0 0
Executive Vice President,
Media & Entertainment
Emanuel Koseos 0 0 0
Chief Technology Officer
Note: Form 3 was filed by each Director within 30 days of the occurrence of the
event necessitating the filing. Such event was the appointment by the Company to
the Board of Directors or as an Officer of the Company.
12
BENEFICIAL STOCK OWNERSHIP
The following table sets forth, as of October 31, 2002, Common Stock ownership
of (1) the Directors of the Company, (2) the only persons known to management to
be the beneficial owners of more than five percent of the Common Stock of the
Company, based on management's best knowledge at the date set out above , and
(3) the Company's Directors and Officers as a group:
Directors, Officers and 5% Shares Beneficially
Stockholders Owned
----------------------------------------------------------------------------
Number Percent
------- -------
550605 B.C. Ltd. 2,814,000(1) 10.9%
4th Floor, 62 W. 8th Avenue
Vancouver, B.C. V5Y 1M7
Ray A. Hawkins 2,554,824(3) 9.8%
71-1075 Granville Street
Vancouver, B.C. V6Z 1L4
Pavel Bains 892,500(3) 3.4%
#101 - 1001 Broadway
Vancouver, B.C. V6H 4E4
Edwin Kwong 817,500(3) 3.1%
#5 - 744 West 7th Avenue
Vancouver, B.C. V5Z 1B8
Emanuel Koseos 675,000(2)(3) 2.6%
#1 - 1601 M Avenue.
Anacortes, WA 98221
Neal Stauffer 2,990,000(6) 10.1%
1100 Petroleum Club Building
601 South Boulder
Tulsa Oklahoma 74119
William Cavert 2,690,000(7) 9.3%
314 South Cincinati
Tulsa, OK 74103
All RRUN directors and 4,409,824(4)(5) 16.5%
officers as a group (4persons)
(1) Ray A. Hawkins owns 74% of 550605 B.C. Ltd.
(2) This includes 530,000 shares owned by Kaph Data Engineering Inc. Emanuel
Koseos owns 85% of Kaph Data Engineering Inc.
(3) Includes shares issuable upon the exercise of options within 60 days.
(4) Includes 862,500 shares issuable upon the exercise of options within 60
days.
(5) Does not include 3,000,000 options awarded to Dr. Ted E Prince.
(6) Includes 1,790,000 shares issuable upon the exercise of warrants within 60
days.
(7) Includes 1,770,000 shares issuable upon the exercise of warrants within 60
days.
All beneficial owners have sole voting and investment power over all of the
shares they own.
Percentage ownership is based on 25,867,123 shares of common stock issued,
outstanding, and entitled to vote at the meeting, except where indicated.
INFORMATION REGARDING THE BOARD
13
The Board met seven times during the fiscal year ended December 31, 2001 and as
issues were raised signed several written consents to action without meeting.
All directors attended each of the meetings held.
The directors are not currently paid for acting as members of the board, other
than receiving stock options.
The following table sets forth certain information as to our Chief Executive
Officer and the highest paid officers and directors for our last fiscal year
ended December 31, 2001. No other compensation was paid to any such officers or
directors during this time period.
Annual Compensation Table
------------------------- All
Annual Compensation (1) Long Term Compensation Other
Other Re- LTIP Comp-
Annual stricted pay- en-
Compen- Stock Options/ outs sa-
Name Title Year Salary Bonus sation Awarded SARs (#) ($) tion
---------------------------------------------------------------------------------------------
Ray President, 2001 $ 16,137 $ 0 $0 $0 100,000 $0 $0
A. CEO 2002
Hawkins and
Director
---------------------------------------------------------------------------------------------
Edwin COO, 2001 10,734 0 0 0 100,000 0 0
Kwong CFO 2002
and
Director
---------------------------------------------------------------------------------------------
Saya Chief 2001 24,712(2) 0 0 0 100,000 0 0
Kyvrikosaios Development 2002
Officer
and
Director
---------------------------------------------------------------------------------------------
Pavel Exec. 2001 16,752 (3) 0 0 0 100,000 0 0
Bains Vice 2002
President
---------------------------------------------------------------------------------------------
Emanuel Chief 2001 6,645 0 0 0 100,000 0 0
Koseos Technology 2002
Officer
---------------------------------------------------------------------------------------------
(1) Unless otherwise noted, compensation is for the six month period ended
December 31, 2001. There was no compensation paid by the Company to the
officers or directors of the Company prior to that time. As of December 31,
2001, no retirement, pension or insurance programs or other similar programs
have been adopted by RRUN for the benefit of its employees.
(2) Mr. Saya Kyvrikosaios was paid approximately 60% of this total in the six
month period ending June 30, 2001.
14
(3) Mr. Pavel Bains was paid approximately 56% of this total in the six month
period ending June 30, 2001.
Subsequent to December 31, 2001, the Company executed Management Services
Memorandums with five key directors/officers which are effective January 1,
2002. In addition to total signing bonuses of $258,000 which have no specific
payment date and are payable in cash or shares of the Company or its subsidiary,
RAHX, Inc., the memorandums provide for performance bonuses and total annual
compensation as follows:
Year ended December 31, 2002 $ 460,000
-------------------------------- - -------
Year ended December 31, 2003 $ 460,000
Year ended December 31, 2004 $ 460,000
Year ended December 31, 2005 $ 380,000
Year ended December 31, 2006 $ 380,000
Options/SAR Grants in Last Fiscal Year
(Individual Grants)
Number of Percent of
Securities Total options
Underlying /SARs granted Exercise
Options/SARs employees in or base Expir-
granted fiscal price ation
Name (#) year ($/Sh) date
----------------------------------------------------------
Ray A. Hawkins 100,000 7.8% $0.10 9/5/2004
----------------------------------------------------------
Edwin Kwong 100,000 7.8% $0.10 9/5/2004
----------------------------------------------------------
Saya Kyvrikosaios 100,000 7.8% $0.10 9/5/2004
----------------------------------------------------------
Emanuel Koseos 100,000 7.8% $0.50 9/5/2004
----------------------------------------------------------
Pavel Bains 100,000 7.8% $0.10 9/5/2004
----------------------------------------------------------
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Number of Value of
unexercised unexercised
Shares options/ in-the- money
acquired SARs at options/
on Value FY-end(#) SARs at FY-end($)
exercise realized exercisable/ exercisable/
Name (#) ($) unexercisable unexercisable
----------------------------------------------------------------
Ray A. Hawkins 0 0 75,000/25,000 $15,000/$5,000
----------------------------------------------------------------
Edwin Kwong 0 0 75,000/25,000 $15,000/$5,000
----------------------------------------------------------------
Saya Kyvrikosaios 0 0 75,000/25,000 $15,000/$5,000
----------------------------------------------------------------
Emanuel Koseos 0 0 10,000/90,000 $2,000/$18,000
----------------------------------------------------------------
Pavel Bains 0 0 75,000/25,000 $15,000/$5,000
----------------------------------------------------------------
Insider Participation in Compensation Decisions
15
The Company does not have a Compensation Committee. All members of the Board of
Directors are officers of the Company, receive compensation for services
rendered and are involved in participation on compensation decisions.
Board of Directors Report on Executive Compensation
The Board of Directors has no existing policy with respect to the specific
relationship of corporate performance to executive compensation. The Board has
set executive compensation at what the Board considered to be the minimal levels
necessary to retain and compensate the officers of the Company for their
activities on the Company's behalf.
AUDIT FEES
----------
RRUN Ventures Network, Inc. has been billed by Morgan & Company $16,835 for
professional services, of which $12,770 was rendered for the audit of its
financial statements for the most recent fiscal year and $4,065 was rendered for
the reviews of its quarterly financial statements.
WHERE YOU CAN FIND MORE INFORMATION
RRUN Ventures Network, Inc. is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. RRUN Ventures Network, Inc. files
reports, proxy statements and other information with the SEC. You may read and
copy these reports, proxy statements and other information at the SEC's Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at
www.sec.gov, that contains reports, proxy statements and other information
regarding companies and individuals that file electronically with the SEC.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING PROXY AT YOUR EARLIEST
CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE MEETING.
By Order of the Board of Directors
_______________________________
Ray A. Hawkins
President, CEO and Director
16
Appendix A
AMENDED
BYLAWS
OF
RRUN VENTURES NETWORK, INC.
(A NEVADA CORPORATION)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the corporation in
the State of Nevada shall be in the City of Las Vegas, State of Nevada.
Section 2. Other Offices. The corporation shall also have and maintain an
office or principal place of business at such place as may be fixed by the Board
of Directors, and may also have offices at such other places, both within and
without the State of Nevada as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
CORPORATE SEAL
Section 3. Corporate Seal. If the corporation has a corporate seal, it
shall consist of a die bearing the name of the corporation and the inscription,
"Corporate Seal-Nevada." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise. The existence
and use of a corporate seal is optional. Any document to which the corporation
is a party shall be as valid and binding without the impress or image of a seal
affixed as with it.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 4. Place of Meetings. Meetings of the stockholders of the
corporation shall be held at such place, either within or without the State of
Nevada, as may be designated from time to time by the Board of Directors, or, if
not so designated, then at the office of the corporation required to be
maintained pursuant to Section 2 hereof.
Section 5. Annual Meeting.
(a) The annual meeting of the stockholders of the corporation, for the
purpose of election of directors and for such other business as may lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors. Failure to hold an annual meeting
shall not work to dissolve the corporation or pierce the corporate veil other
than as required by applicable law. If directors are not elected during any
calendar year, the corporation
1
shall not for that reason be dissolved, but every director shall continue to
hold office and discharge his duties until his or her successor has been
elected.
(b) At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (A) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not later than the close of
business on the sixtieth (60th) day nor earlier than the close of business on
the ninetieth (90th) day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that no annual meeting was
held in the previous year or the date of the annual meeting has been changed by
more than thirty (30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder to be timely must be
so received not earlier than the close of business on the ninetieth (90th) day
prior to such annual meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual meeting or, in the event
public announcement of the date of such annual meeting is first made by the
corporation fewer than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day following the day on
which public announcement of the date of such meeting is first made by the
corporation. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the corporation's books, of the stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially owned by the stockholder, (iv) any material interest of
the stockholder in such business and (v) any other information that is required
to be provided by the stockholder pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as
a proponent to a stockholder proposal. Notwithstanding the foregoing, in order
to include information with respect to a stockholder proposal in the proxy
statement and form of proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated under the 1934 Act.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at any annual meeting except in accordance with the procedures set
forth in this paragraph (b). The chairman of the annual meeting shall, if the
facts warrant, determine and declare at the meeting that business was not
properly brought before the meeting and in accordance with the provisions of
this paragraph (b), and, if he should so determine, he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.
(c) Only persons who are confirmed in accordance with the procedures
set forth in this paragraph (c) shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of stockholders by or at the direction of the Board of
Directors or by any stockholder of the corporation entitled to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this paragraph (c).
2
Such nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the corporation in accordance with the provisions of paragraph (b) of this
Section 5. Such stock-holder's notice shall set forth (i) as to each person, if
any, whom the stockholder proposes to nominate for election or re-election as a
director: (A) the name, age, business address and residence address of such
person, (B) the principal occupation or employment of such person, (c) the class
and number of shares of the corporation which are beneficially owned by such
person, (D) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nominations are to be made by the stockholder,
and (E) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the 1934 Act (including
without limitation such person's written consent to being named in the proxy
statement, if any, as a nominee and to serving as a director if elected); and
(ii) as to such stockholder giving notice, the information required to be
provided pursuant to paragraph (b) of this Section 5. At the request of the
Board of Directors, any person nominated by a stockholder for election as a
director shall furnish to the Secretary of the corporation that information
required to be set forth in the stockholder's notice of nomination which
pertains to the nominee. No person shall be eligible for election as a director
of the corporation unless nominated in accordance with the procedures set forth
in this paragraph (c). The chairman of the meeting shall, if the facts warrant,
determine and declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare at the meeting, and the defective nomination
shall be disregarded.
(d) For purposes of this Section 5, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
Section 6. Special Meetings.
(a) Special meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors (whether or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to the Board of
Directors for adoption), and shall be held at such place, on such date, and at
such time as the Board of Directors, shall determine.
(b) If a special meeting is called by any person or persons other than
the Board of Directors, the request shall be in writing, specifying the general
nature of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by tele-graphic or other facsimile
transmission to the Chairman of the Board of Directors, the Chief Executive
Officer, or the Secretary of the corporation. No business may be transacted at
such special meeting otherwise than specified in such notice. The Board of
Directors shall determine the time and place of such special meeting, which
shall be held not less than thirty-five (35) nor more than one hundred twenty
(120) days after the date of the receipt of the request. Upon determination of
the time and place of the
3
meeting, the officer receiving the request shall cause notice to be given to the
stockholders entitled to vote, in accordance with the provisions of Section 7 of
these Bylaws. If the notice is not given within sixty (60) days after the
receipt of the request, the person or persons requesting the meeting may set the
time and place of the meeting and give the notice. Nothing contained in this
paragraph (b) shall be construed as limiting, fixing, or affecting the time when
a meeting of stockholders called by action of the Board of Directors may be
held.
Section 7. Notice of Meetings. Except as otherwise provided by law or the
Articles of Incorporation, written notice of each meeting of stockholders shall
be given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder entitled to vote at such meeting, such notice to
specify the place, date and hour and purpose or purposes of the meeting. Notice
of the time, place and purpose of any meeting of stockholders may be waived in
writing, signed by the person entitled to notice thereof, either before or after
such meeting, and will be waived by any stockholder by his attendance thereat in
person or by proxy, except when the stockholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Any stockholder so waiving notice of such meeting shall be bound by
the proceedings of any such meeting in all respects as if due notice thereof had
been given.
Section 8. Quorum. At all meetings of stockholders, except where a
greater requirement is provided by statute or by the Articles of Incorporation,
or by these Bylaws, the presence, in person or by proxy duly authorized, of the
holder or holders of 33 1/3 percent of the outstanding shares of the
corporation's common voting stock shall constitute a quorum for the transaction
of business. In the absence of a quorum, any meeting of stockholders may be
adjourned, from time to time, either by the chairman of the meeting or by vote
of the holders of a majority of the shares represented thereat, but no other
business shall be transacted at such meeting. The stockholders present at a
duly called or convened meeting, at which a quorum is present, may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. Except as otherwise provided by law,
the Articles of Incorporation or these Bylaws, all action taken by the holders
of a majority of the votes cast, excluding abstentions, at any meeting at which
a quorum is present shall be valid and binding upon the corporation; provided,
however, that directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. Where a separate vote by a class or classes
or series is required, except where otherwise provided by the statute or by the
Articles of Incorporation or these Bylaws, a majority of the outstanding shares
of such class or classes or series, present in person or represented by proxy,
shall constitute a quorum entitled to take action with respect to that vote on
that matter and, except where otherwise provided by the statute or by the
Articles of Incorporation or these Bylaws, the affirmative vote of the majority
(plurality, in the case of the election of directors) of the votes cast,
including abstentions, by the holders of shares of such class or classes or
series shall be the act of such class or classes or series.
Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders, whether annual or special, may be adjourned from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
casting votes, excluding abstentions. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if
4
the time and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting, the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment is
for more than thirty (30) days or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.
Section 10. Voting Rights. For the purpose of determining those
stockholders entitled to vote at any meeting of the stockholders, except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the corporation on the record date, as provided in Section 12 of
these Bylaws, shall be entitled to vote at any meeting of stockholders. Every
person entitled to vote shall have the right to do so either in person or by an
agent or agents authorized by a proxy granted in accordance with Nevada law. An
agent so appointed need not be a stockholder. No proxy shall be voted after
three (3) years from its date of creation unless the proxy provides for a longer
period.
Section 11. Joint Owners of Stock. If shares or other securities
having voting power stand of record in the names of two (2) or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety, or otherwise, or if two (2) or more persons have the
same fiduciary relationship respecting the same shares, unless the Secretary is
given written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship wherein it is
so provided, their acts with respect to voting shall have the following effect:
(a) if only one (1) votes, his act binds all; (b) if more than one (1) votes,
the act of the majority so voting binds all; (c) if more than one (1) votes, but
the vote is evenly split on any particular matter, each faction may vote the
securities in question proportionally, or may apply to the Nevada Court of
Chancery for relief as provided in the General Corporation Law of Nevada,
Section 217(b). If the instrument filed with the Secretary shows that any such
tenancy is held in unequal interests, a majority or even-split for the purpose
of subsection (c) shall be a majority or even-split in interest.
Section 12. List of Stockholders. The Secretary shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at said meeting, arranged in
alphabetical order, showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the time and place of meeting during the whole time thereof
and may be inspected by any stockholder who is present.
Section 13. Action Without Meeting. Any action required or permitted
to be taken at a meeting of the stockholders may be taken without a meeting if
a written consent thereto is signed by stockholders holding at least a majority
of the voting power, except that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required.
5
Section 14. Organization.
(a) At every meeting of stockholders, the Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President,
or, if the President is absent, a chairman of the meeting chosen by a majority
in interest of the stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his absence, an Assistant
Secretary directed to do so by the President, shall act as secretary of the
meeting.
(b) The Board of Directors of the corporation shall be entitled to make
such rules or regulations for the conduct of meetings of stockholders as it
shall deem necessary, appropriate or convenient. Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing an agenda or order of business for the meeting,
rules and procedures for maintaining order at the meeting and the safety of
those present, limitations on participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted proxies and
such other persons as the chairman shall permit, restrictions on entry to the
meeting after the time fixed for the commencement thereof, limitations on the
time allotted to questions or comments by participants and regulation of the
opening and closing of the polls for balloting on matters which are to be voted
on by ballot. Unless and to the extent determined by the Board of Directors or
the chairman of the meeting, meetings of stockholders shall not be required to
be held in accordance with rules of parliamentary procedure.
ARTICLE IV
DIRECTORS
Section 15. Number and Qualification. The authorized number of
directors of the corporation shall be not less than one (1) nor more than twelve
(12) as fixed from time to time by resolution of the Board of Directors;
provided that no decrease in the number of directors shall shorten the term of
any incumbent directors. Directors need not be stockholders unless so required
by the Articles of Incorporation. If for any cause, the directors shall not
have been elected at an annual meeting, they may be elected as soon thereafter
as convenient at a special meeting of the stockholders called for that purpose
in the manner provided in these Bylaws.
Section 16. Powers. The powers of the corporation shall be
exercised, its business conducted and its property controlled by the Board of
Directors, except as may be otherwise provided by statute or by the Articles of
Incorporation.
Section 17. Election and Term of Office of Directors. Members of the
Board of Directors shall hold office for the terms specified in the Articles of
Incorporation, as it may be amended from time to time, and until their
successors have been elected as provided in the Articles of Incorporation.
6
Section 18. Vacancies. Unless otherwise provided in the Articles of
Incorporation, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by stockholder vote, be filled
only by the affirmative vote of a majority of the directors then in office, even
though less than a quorum of the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the director for which the vacancy was created or occurred and
until such director's successor shall have been elected and qualified. A
vacancy in the Board of Directors shall be deemed to exist under this Bylaw in
the case of the death, removal or resignation of any director.
Section 19. Resignation. Any director may resign at any time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors. If no such specification is made,
it shall be deemed effective at the pleasure of the Board of Directors. When
one or more directors shall resign from the Board of Directors, effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office for the unexpired
portion of the term of the director whose place shall be vacated and until his
successor shall have been duly elected and qualified.
Section 20. Removal. Subject to the Articles of Incorporation, any
director may be removed by:
(a) the affirmative vote of the holders of a majority of the
outstanding shares of the Corporation then entitled to vote, with or without
cause; or
(b) the affirmative and unanimous vote of a majority of the directors
of the Corporation, with the exception of the vote of the directors to be
removed, with or without cause.
Section 21. Meetings.
(a) Annual Meetings. The annual meeting of the Board of Directors
shall be held immediately after the annual meeting of stockholders and at the
place where such meeting is held. No notice of an annual meeting of the Board
of Directors shall be necessary and such meeting shall be held for the purpose
of electing officers and transacting such other business as may lawfully come
before it.
(b) Regular Meetings. Except as hereinafter otherwise provided,
regular meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 hereof. Unless
otherwise restricted by the Articles of Incorporation, regular meetings of the
Board of Directors may also be held at any place within or without the state of
Nevada which has been designated by resolution of the Board of Directors or the
written consent of all directors.
7
(c) Special Meetings. Unless otherwise restricted by the Articles of
Incorporation, special meetings of the Board of Directors may be held at any
time and place within or without the State of Nevada whenever called by the
Chairman of the Board, the President or any two of the directors.
(d) Telephone Meetings. Any member of the Board of Directors, or of
any committee thereof, may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting.
(e) Notice of Meetings. Notice of the time and place of all special
meetings of the Board of Directors shall be orally or in writing, by telephone,
facsimile, telegraph or telex, during normal business hours, at least
twenty-four (24) hours before the date and time of the meeting, or sent in
writing to each director by first class mail, charges prepaid, at least three
(3) days before the date of the meeting. Notice of any meeting may be waived in
writing at any time before or after the meeting and will be waived by any
director by attendance thereat, except when the director attends the meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
(f) Waiver of Notice. The transaction of all business at any meeting
of the Board of Directors, or any committee thereof, however called or noticed,
or wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present and if, either before or after
the meeting, each of the directors not present shall sign a written waiver of
notice. All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting.
Section 22. Quorum and Voting.
(a) Unless the Articles of Incorporation requires a greater number and
except with respect to indemnification questions arising under Section 43
hereof, for which a quorum shall be one-third of the exact number of directors
fixed from time to time in accordance with the Articles of Incorporation, a
quorum of the Board of Directors shall consist of a majority of the exact number
of directors fixed from time to time by the Board of Directors in accordance
with the Articles of Incorporation provided, however, at any meeting whether a
quorum be present or otherwise, a majority of the directors present may adjourn
from time to time until the time fixed for the next regular meeting of the Board
of Directors, without notice other than by announcement at the meeting.
(b) At each meeting of the Board of Directors at which a quorum is
present, all questions and business shall be determined by the affirmative vote
of a majority of the directors present, unless a different vote be required by
law, the Articles of Incorporation or these Bylaws.
Section 23. Action Without Meeting. Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of
8
the Board of Directors or committee, as the case may be, consent thereto in
writing, and such writing or writings are filed with the minutes of proceedings
of the Board of Directors or committee.
Section 24. Fees and Compensation. Directors shall be entitled to
such compensation for their services as may be approved by the Board of
Directors, including, if so approved, by resolution of the Board of Directors, a
fixed sum and expenses of attendance, if any, for attendance at each regular or
special meeting of the Board of Directors and at any meeting of a committee of
the Board of Directors. Nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise and receiving compensation therefor.
Section 25. Committees.
(a) Executive Committee. The Board of Directors may by resolution
passed by a majority of the whole Board of Directors appoint an Executive
Committee to consist of one (1) or more members of the Board of Directors. The
Executive Committee, to the extent permitted by law and provided in the
resolution of the Board of Directors shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, including without limitation the power or authority
to declare a dividend, to authorize the issuance of stock and to adopt a
certificate of ownership and merger, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Articles of Incorporation (except that a committee may, to the extent authorized
in the resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation.
(b) Other Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, from time to time appoint such
other committees as may be permitted by law. Such other committees appointed by
the Board of Directors shall consist of one (1) or more members of the Board of
Directors and shall have such powers and perform such duties as may be
prescribed by the resolution or resolutions creating such committees, but in no
event shall such committee have the powers denied to the Executive Committee in
these Bylaws.
9
(c) Term. Each member of a committee of the Board of Directors shall
serve a term on the committee coexistent with such member's term on the Board of
Directors. The Board of Directors, subject to the provisions of subsections (a)
or (b) of this Bylaw may at any time increase or decrease the number of members
of a committee or terminate the existence of a committee. The membership of a
committee member shall terminate on the date of his death or voluntary
resignation from the committee or from the Board of Directors. The Board of
Directors may at any time for any reason remove any individual committee member
and the Board of Directors may fill any committee vacancy created by death,
resignation, removal or increase in the number of members of the committee. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee, and, in addition, in the absence or disqualification of any
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
(d) Meetings. Unless the Board of Directors shall otherwise provide,
regular meetings of the Executive Committee or any other committee appointed
pursuant to this Section 25 shall be held at such times and places as are
determined by the Board of Directors, or by any such committee, and when notice
thereof has been given to each member of such committee, no further notice of
such regular meetings need be given thereafter. Special meetings of any such
committee may be held at any place which has been determined from time to time
by such committee, and may be called by any director who is a member of such
committee, upon written notice to the members of such committee of the time and
place of such special meeting given in the manner provided for the giving of
written notice to members of the Board of Directors of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of
any committee may be waived in writing at any time before or after the meeting
and will be waived by any director by attendance thereat, except when the
director attends such special meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. A majority of the authorized number
of members of any such committee shall constitute a quorum for the transaction
of business, and the act of a majority of those present at any meeting at which
a quorum is present shall be the act of such committee.
Section 26. Organization. At every meeting of the directors, the
Chairman of the Board of Directors, or, if a Chairman has not been appointed or
is absent, the President, or if the President is absent, the most senior Vice
President, or, in the absence of any such officer, a chairman of the meeting
chosen by a majority of the directors present, shall preside over the meeting.
The Secretary, or in his absence, an Assistant Secretary directed to do so by
the President, shall act as secretary of the meeting.
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ARTICLE V
OFFICERS
Section 27. Officers Designated. The officers of the corporation
shall include the President, the Secretary, and the Treasurer. The Board of
Directors may also appoint one or more Assistant Secretaries, Assistant
Treasurers and such other officers and agents with such powers and duties as it
shall deem necessary. The Board of Directors may assign such additional titles
to one or more of the officers as it shall deem appropriate. Any one person may
hold any number of offices of the corporation at any one time unless
specifically prohibited therefrom by law. The salaries and other compensation
of the officers of the corporation shall be fixed by or in the manner designated
by the Board of Directors.
Section 28. Tenure and Duties of Officers.
(a) General. All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.
(b) Duties of President. The President shall preside at all meetings
of the stockholders and at all meetings of the Board of Directors, unless the
Chairman of the Board of Directors has been appointed and is present. Unless
some other officer has been elected Chief Executive Officer of the corporation,
the President shall be the chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the corporation. The
President shall perform other duties commonly incident to his office and shall
also perform such other duties and have such other powers as the Board of
Directors shall designate from time to time.
(c) Duties of Secretary. The Secretary shall attend all meetings of
the stockholders and of the Board of Directors and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders
and of all meetings of the Board of Directors and any committee thereof
requiring notice. The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the Board of Directors
shall designate from time to time. The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time.
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(d) Duties of Treasurer. The Treasurer shall keep or cause to be kept
the books of account of the corporation in a thorough and proper manner and
shall render statements of the financial affairs of the corporation in such form
and as often as required by the Board of Directors or the President. The
Treasurer, subject to the order of the Board of Directors, shall have the
custody of all funds and securities of the corporation. The Treasurer shall
perform other duties commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of Directors or the
President shall designate from time to time.
Section 29. Delegation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officer
or agent, notwithstanding any provision hereof.
Section 30. Resignations. Any officer may resign at any time by
giving written notice to the Board of Directors or to the President or to the
Secretary. Any such resignation shall be effective when received by the person
or persons to whom such notice is given, unless a later time is specified
therein, in which event the resignation shall become effective at such later
time. Unless otherwise specified in such notice, the acceptance of any such
resignation shall not be necessary to make it effective. Any resignation shall
be without prejudice to the rights, if any, of the corporation under any
contract with the resigning officer.
Section 31. Removal. Any officer may be removed from office at any
time, either with or without cause, by the affirmative vote of a majority of the
directors in office at the time, or by the unanimous written consent of the
directors in office at the time, or by any committee or superior officers upon
whom such power of removal may have been conferred by the Board of Directors.
ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION
Section 32. Execution of Corporate Instrument. The Board of
Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or other person or persons, to execute on behalf
of the corporation any corporate instrument or document, or to sign on behalf of
the corporation the corporate name without limitation, or to enter into
contracts on behalf of the corporation, except where otherwise provided by law
or these Bylaws, and such execution or signature shall be binding upon the
corporation.
Unless otherwise specifically determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, or the President or any Vice President, and by the
Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All
other instruments and documents requiting the corporate signature, but not
requiring the corporate seal, may be executed as aforesaid or in such other
manner as may be directed by the Board of Directors.
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All checks and drafts drawn on banks or other depositaries on funds to the
credit of the corporation or in special accounts of the corporation shall be
signed by such person .or persons as the Board of Directors shall authorize so
to do.
Unless authorized or ratified by the Board of Directors or within the
agency power of an officer, no officer, agent or employee shall have any power
or authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.
Section 33. Voting of Securities Owned by the Corporation. All
stock and other securities of other corporations owned or held by the
corporation for itself, or for other parties in any capacity, shall be voted,
and all proxies with respect thereto shall be executed, by the person authorized
so to do by resolution of the Board of Directors, or, in the absence of such
authorization, by the Chairman of the Board of Directors, the Chief Executive
Officer, the President, or any Vice President.
ARTICLE VII
SHARES OF STOCK
Section 34. Form and Execution of Certificates. Certificates for the
shares of stock of the corporation shall be in such form as is consistent with
the Articles of Incorporation and applicable law. Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the Chairman of the Board of Directors, or the President or
any Vice President and by the Treasurer or Assistant Treasurer or the Secretary
or Assistant Secretary, certifying the number of shares owned by him in the
corporation. Any or all of the signatures on the certificate may be
facsimiles. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent, or registrar before such certificate is
issued, it may be issued with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. Each certificate shall state
upon the face or back thereof, in full or in summary, all of the powers,
designations, preferences, and rights, and the limitations or restrictions of
the shares authorized to be issued or shall, except as otherwise required by
law, set forth on the face or back a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional, or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights. Within a reasonable time after
the issuance or transfer of uncertificated stock, the corporation shall send to
the registered owner thereof a written notice containing the information
required to be set forth or stated on certificates pursuant to this section or
otherwise required by law or with respect to this section a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of certificates representing stock of the same class and series shall be
identical.
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Section 35. Lost Certificates. A new certificate or certificates
shall be issued in place of any certificate or certificates theretofore issued
by the corporation alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of
stock to be lost, stolen, or destroyed. The corporation may require, as a
condition precedent to the issuance of a new certificate or certificates, the
owner of such lost, stolen, or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
or to give the corporation a surety bond in such form and amount as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen, or destroyed.
Section 36. Transfers.
(a) Transfers of record of shares of stock of the corporation shall be
made only upon its books by the holders thereof, in person or by attorney duly
authorized, and upon the surrender of a properly endorsed certificate or
certificates for a like number of shares.
(b) The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Nevada.
Section 37. Fixing Record Dates.
(a) In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board of Directors may fix, in advance, a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting. If no record date is fixed by the Board of Directors, the record
date for determining stockholders entitled to notice of or to vote at a meeting
of stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
(b) In order that the corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty (60)
days prior to such action. If no record date is filed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.
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Section 38. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION
Section 39. Execution of Other Securities. All bonds, debentures and
other corporate securities of the corporation, other than stock certificates
(covered in Section 34), may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such other person as may be
authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature of
the Secretary or an Assistant Secretary, or the Chief Financial Officer or
Treasurer or an Assistant Treasurer; provided, however, that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature, or where permissible facsimile signature, of a trustee under an
indenture pursuant to which such bond, debenture or other corporate security
shall be issued, the signatures of the persons signing and attesting the
corporate seal on such bond, debenture or other corporate security may be the
imprinted facsimile of the signatures of such persons. Interest coupons
appertaining to any such bond, debenture or other corporate security,
authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors, or bear imprinted thereon the facsimile signature of
such person. In case any officer who shall have signed or attested any bond,
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such interest coupon, shall have ceased to be such officer
before the bond, debenture or other corporate security so signed or attested
shall have been delivered, such bond, debenture or other corporate security
nevertheless may be adopted by the corporation and issued and delivered as
though the person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the corporation.
ARTICLE IX
DIVIDENDS
Section 40. Declaration of Dividends. Dividends upon the capital stock
of the corporation, subject to the provisions of the Articles of Incorporation,
if any, may be declared by the Board of Directors pursuant to law at any regular
or special meeting. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the Articles of Incorporation.
Section 41. Dividend Reserve. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interests
15
of the corporation, and the Board of Directors may modify or abolish any such
reserve in the manner in which it was created.
ARTICLE X
FISCAL YEAR
Section 42. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
ARTICLE XI
IMMUNITY AND INDEMNIFICATION
Section 43. Immunity of Directors and Indemnification of Directors and
Officers.
(a) Director Immunity. Directors will be immune from monetary liabilities
to the fullest extent not prohibited by Nevada law. Excepted from that
immunity are:
- a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director has a
material conflict of interest;
- a violation of criminal law unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful;
- a transaction from which the director derived an improper personal
profit; and
- willful misconduct.
(b) Directors and Officers. The corporation will indemnify its
directors and officers to the fullest extent not prohibited by Nevada law;
provided, however, that the corporation may modify the extent of such
indemnification by individual contracts with its directors and officers; and,
provided, further, that the corporation shall not be required to indemnify any
director or officer in connection with any proceeding (or part thereof)
initiated by such person unless (i) such indemnification is expressly required
to be made by law, (ii) the proceeding was authorized by the Board of Directors
of the corporation, (iii) such indemnification is provided by the corporation,
in its sole discretion, pursuant to the powers vested in the corporation under
Nevada law or (iv) such indemnification is required to be made pursuant to these
Bylaws.
(c) Expense. The corporation will advance to any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer, of
the corporation, or is or was serving at the request of the corporation as a
director or executive officer of another corporation, partnership, joint
venture, trust or other
16
enterprise, prior to the final disposition of the proceeding, promptly following
request therefor, all expenses incurred by any director or officer in connection
with such proceeding upon receipt of an undertaking by or on behalf of such
person to repay said amounts if it should be determined ultimately that such
person is not entitled to be indemnified under these Bylaws.
No advance shall be made by the corporation to an officer of the
corporation (except by reason of the fact that such officer is or was a director
of the corporation in which event this paragraph shall not apply) in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, if
a determination is reasonably and promptly made (i) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the corporation.
ARTICLE XII
NOTICES
Section 44. Notices.
(a) Notice to Stockholders. Whenever, under any provisions of these
Bylaws, notice is required to be given to any stockholder, it shall be given in
writing, timely and duly deposited in the United States mail, postage prepaid,
and addressed to his last known post office address as shown by the stock record
of the corporation or its transfer agent.
(b) Notice to directors. Any notice required to be given to any
director may be given by the method stated in subsection (a), or by facsimile,
telex or telegram, except that such notice other than one which is delivered
personally shall be sent to such address as such director shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known
post office address of such director.
(c) Affidavit of Mailing. An affidavit of mailing, executed by a duly
authorized and competent employee of the corporation or its transfer agent
appointed with respect to the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or stockholders, or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same, shall in the absence of fraud, be prima
facie evidence of the facts therein contained.
(d) Time Notices Deemed Given. All notices given by mail, as above
provided, shall be deemed to have been given as at the time of mailing, and all
notices given by facsimile, telex or telegram shall be deemed to have been given
as of the sending time recorded at time of transmission.
17
(e) Methods of Notice. It shall not be necessary that the same method
of giving notice be employed in respect of all directors, but one permissible
method may be employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or others.
(f) Failure to Receive Notice. The period or limitation of time within
which any stockholder may exercise any option or right, or enjoy any privilege
or benefit, or be required to act, or within which any director may exercise any
power or right, or enjoy any privilege, pursuant to any notice sent him ill the
manner above provided, shall not be affected or extended in any manner by the
failure of such stockholder or such director to receive such notice.
(g) Notice to Person with Whom Communication Is Unlawful. Whenever
notice is required to be given, under any provision of law or of the Articles of
Incorporation or Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
require and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person. Any action
or meeting which shall be taken or held without notice to any such person with
whom communication is unlawful shall have the same force and effect as if such
notice had been duly given. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Nevada General Corporation Law, the certificate shall state, if
such is the fact and if notice is required, that notice was given to all persons
entitled to receive notice except such persons with whom communication is
unlawful.
(h) Notice to Person with Undeliverable Address. Whenever notice is
required to be given, under any provision of law or the Articles of
Incorporation or Bylaws of the corporation, to any stockholder to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings, or (ii) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve-month period, have been mailed addressed to such
person at his address as shown on the records of the corporation and have been
returned undeliverable, the giving of such notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the corporation a written notice
setting forth his then current address, the requirement that notice be given to
such person shall be reinstated. In the event that the action taken by the
corporation is such as to require the filing of a certificate under any
provision of the Nevada General Corporation Law, the certificate need not state
that notice was not given to persons to whom notice was not required to be given
pursuant to this paragraph.
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ARTICLE XII
AMENDMENTS
Section 45. Amendments.
The Board of Directors shall have the power to adopt, amend, or repeal
these Bylaws.
ARTICLE XIV
LOANS TO OFFICERS
Section 46. Loans to Officers. The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other employee
of the corporation or of its subsidiaries, including any officer or employee who
is a Director of the corporation or its subsidiaries, whenever, in the judgment
of the Board of Directors, such loan, guarantee or assistance may reasonably be
expected to benefit the corporation. The loan, guarantee or other assistance
may be with or without interest and may be unsecured, or secured in such manner
as the Board of Directors shall approve, including, without limitation, a pledge
of shares of stock of the corporation. Nothing in these Bylaws shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the corporation
at common law or under any statute.
Declared and certified as the Bylaws of RRUN VENTURES NETWORK, INC. as of the
___ day of ____________, 2001.
Signature of Officer: ________________________
Name of Officer: Ray Hawkins
Position of Officer: President/CEO
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Appendix B
Certificate of Amendment to Articles of Incorporation
Nevada Profit Corporation
(Pursuant to NRS 78.385 and 78.390)
1. The name of this corporation is RRUN Ventures Network Inc.
2. The articles have been amended as follows:
ARTICLE III of the Articles of Incorporation is amended to read in its
entirety as follows:
ARTICLE III
AUTHORIZED CAPITAL STOCK
The amount of total authorized capital stock which the Corporation
shall have authority to issue is 450,000,000 shares, 250,000,000 of which
shall be common shares, each with $0.0001 par value, and 200,000,000 of
which shall be preferred shares, each with $0.0001 par value. To the
fullest extent permitted by the laws of the State of Nevada (currently set
forth in NRS 78.195), as the same now exists or may hereafter be amended or
supplemented, the Board of Directors may fix and determine the
designations, rights, preferences or other variations of each class or
series within each class of capital stock of the Corporation.
No cumulative voting, on any matter to which shareholders shall be
entitled to vote, shall be allowed for any purpose.
The authorized stock of this Corporation may be issued at such time,
upon such terms and conditions and for such consideration as the Board of
Directors shall, from time to time, determine. Shareholders shall not have
pre-emptive rights to acquire unissued shares of the stock of this
Corporation.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment is: _______.
4. Signatures
_______________________ _______________________
President Secretary
RRUN Ventures Network, Inc.
PROXY
Annual Meeting of Shareholders
December 30, 2002
PROXY
The undersigned appoints Ray A. Hawkins of RRUN Ventures Network, Inc. with full
power of substitution, the attorney and proxy of the undersigned, to attend the
annual meeting of shareholders of RRUN Ventures Network, Inc., to be held
December 30, 2002, beginning at 10:00 p.m., Pacific Time, at 62 W. 8th Avenue,
4th Floor, Vancouver, British Columbia, Canada V5Y 1M7, and at any adjournment
thereof, and to vote the stock the undersigned would be entitled to vote if
personally present, on all matters set forth in the Proxy Statement sent to
Shareholders, a copy of which has been received by the undersigned, as follows:
Please mark your votes as indicated [X] Total Number of Shares Held: _________
This proxy when properly signed will be voted in the manner directed herein by
the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSAL.
1. For the election of the following three nominees as directors of the
Company, to serve until the next annual meeting and until their successors
are elected and qualify: Ray A. Hawkins, Edwin Kwong, and Pavel Bains.
FOR Nominees NOT FOR Nominees
[_] [_]
2. To confirm the appointment of Morgan & Company as the Company's auditors.
FOR Appointment NOT FOR Appointment
[_] [_]
3. To ratify the amended bylaws approved by the Board of Directors.
FOR Amended Bylaws NOT FOR Amended Bylaws
[_] [_]
4. To approve the amendments to the articles of incorporation.
FOR Amended Articles NOT FOR Amended Articles
[_] [_]
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting.
IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When joint tenants hold shares,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please
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sign in partnership name by an authorized person. Please sign exactly as your
name appears on your stock certificate(s).
Signature(s) Dated: ________________, 2002
___________________________ ___________________________
PLEASE SIGN AND RETURN THIS PROXY PRIOR TO DECEMBER 30, 2002.
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