Unassociated Document
SCHEDULE
14C INFORMATION STATEMENT
Information
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the
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The
Blackhawk
Fund
(Name
of
Registrant as Specified In Its Charter)
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1802
N.
Carson Street, Suite 212
Carson
City, Nevada 89701
____________________
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
____________________
June
__,
2008
Stockholders
holding a majority of the voting power of The Blackhawk Fund, or Blackhawk,
have
taken action by written consent to amend and restate Blackhawk’s articles of
incorporation to effectuate the following: (i)
reduce the minimum number of authorized directors from two (2) to one (1);
(ii)
grant authority to our board of directors to effectuate a stock split or reverse
stock split without stockholder approval; (iii) elect not to be governed by
certain provisions pertaining to “resident domestic corporations” under the
Nevada Revised Statutes; and (iv) elect not to be governed by certain provisions
relating to “issuing corporations” under the Nevada Revised Statutes.
These
stockholders have also taken action by written consent to adopt a resolution
authorizing the board of directors to further amend Blackhawk’s articles of
incorporation to change the name of the company to a name to be determined
by
the board of directors in its sole discretion.
Stockholders
of record at the close of business on May 6, 2008 will be entitled to notice
of
this proposed stockholder action by written consent. Since the actions will
have
been approved by the holders of the required majority of voting power of our
voting stock, no proxies were or are being solicited. We anticipate that the
amendment will become effective on or after June 25, 2008.
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By Order of the Board of
Directors, |
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/s/ Frank Marshik |
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FRANK MARSHIK |
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President |
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY.
THE
BLACKHAWK FUND
INFORMATION
STATEMENT
TABLE
OF CONTENTS
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Page
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Information
Concerning the Action by Written Consent
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3
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The
Proposals
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5
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Proposal
1 - Amendment to the Articles of Incorporation to Reduce the Minimum
Number of Authorized Directors from Two (2) to One (1)
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5
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Proposal
2 - Amendment to the Articles of Incorporation to Authorize the Board
of
Directors to Effectuate a Stock Split or Reverse Stock Split without
Stockholder Approval
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5
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Proposal
3 - Amendment to the Articles of Incorporation to Elect not to be
Governed
by Provisions Pertaining to “Resident Domestic Corporations” under the
Nevada Revised Statues
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6
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Proposal
4 - Amendment to the Articles of Incorporation to Elect not to be
Governed
by Provisions Pertaining to “Issuing Corporations” under the Nevada
Revised Statues
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8
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Proposal
5 -Authorization to the Board of Directors to Amend the Articles
of
Incorporation to Change our Name to a Name to be determined by the
Board
of Directors in its Sole Discretion
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8
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Security
Ownership of Certain Beneficial Owners and Management
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9
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Exhibit
A - Amended and Restated Articles of Incorporation
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A-1
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THE
BLACKHAWK FUND
____________________
INFORMATION
STATEMENT
____________________
INFORMATION
CONCERNING THE ACTION BY WRITTEN CONSENT
Date
and Purpose of Written Consent
On
May 6,
2008, stockholders holding a majority of the voting power of The Blackhawk
Fund,
or Blackhawk, have taken action by written consent to amend and restate
Blackhawk’s articles of incorporation to effectuate the following: (i)
reduce the minimum number of authorized directors from two (2) to one (1);
(ii)
grant authority to our board of directors to effectuate a stock split or reverse
stock split without stockholder approval; (iii) elect not to be governed by
certain provisions pertaining to “resident domestic corporations” under the
Nevada Revised Statutes; and (iv) elect not to be governed by certain provisions
relating to “issuing corporations” under the Nevada Revised Statutes.
These
stockholders have also taken action by written consent to adopt a resolution
authorizing the board of directors to further amend Blackhawk’s articles of
incorporation to change the name of the company to a name to be determined
by
the board of directors in its sole discretion.
Voting
Power of Stockholders; Stockholders Entitled to Notice
Approval
of the matters actions described herein requires the written consent of the
holders of outstanding stock of each voting group entitled to vote on such
matters. As of May 6, 2008, there were 562,393,791 shares of our common stock
outstanding, 500,000 shares of our Series A preferred stock outstanding,
10,000,000 shares of our Series B preferred stock outstanding, and 10,000,000
shares of our Series C preferred stock outstanding. Holders of our common stock
are entitled to one vote per share, for a total o 562,393,791 votes. Holders
of
our Series A preferred stock are not entitled to vote. Holders of our Series
B
preferred stock are entitled to one vote per share, for a total of 10,000,000
votes. Holders of our Series C preferred stock are entitled to the number of
votes on such matters equal to the product of (a) the number of shares of the
Series C Preferred Stock held by such holder, (b) the number of issued and
outstanding shares of the Company’s common stock, on a fully-diluted basis, as
of the record date for the vote, or, if no such record date is established,
as
of the date such vote is taken or any written consent of stockholders is
solicited, and (c) 0.0000002, for a total of 5,124,727,582 votes. For the
actions described herein, all holders of our capital stock vote together as
a
single class. Accordingly, as of the record date, May 6, 2008, the total voting
power held by all stockholders was 5,697,181,373 votes. Stockholders of record
at the close of business on May 6, 2008, will be entitled to receive this notice
and information statement.
Consents
Required
The
actions to be taken require the written consent of stockholders holding at
least
a majority of the voting power of the company, which consists of the holders
of
outstanding shares of common stock, Series B preferred stock, and Series C
preferred stock voting together as a single class. On May 6, 2008, Terminus,
Inc., the holder of all of our Series C preferred stock, who holds voting power
consisting of 5,124,727,582 votes, delivered a written consent to us adopting
the proposals set forth herein.
Information
Statement Costs
The
cost
of delivering this information statement, including the preparation, assembly
and mailing, of the information statement, as well as the cost of forwarding
this material to the beneficial owners of our capital stock, will be borne
by
us. We may reimburse brokerage firms and others for expenses in forwarding
information statement materials to the beneficial owners of our capital
stock.
Change
in Control
On
April
24, 2008, Terminus, Inc. purchased 10,000,000 shares of our Series C preferred
stock from Angel Acquisition Corporation (formerly Palomar Enterprises, Inc.)
for $363,000. Concurrently therewith, in part to fund the purchase, Blackhawk
and Terminus, Inc., as co-issuers, issued and sold to a single accredited
investor: (i) a $550,000 12% secured promissory note and (ii) 500,000 shares
of
the Company’s Series A Preferred Stock. To secure payment of the note, Terminus
pledged the 10,000,000 shares of the Company’s Series C Preferred Stock. In
connection therewith, we amended the certificate of designation for our Series
C
preferred stock. Pursuant to the amendment, on all matters submitted to a vote
of the holders of the common stock, including, without limitation, the election
of directors, a holder of shares of the Series C preferred stock shall be
entitled to the number of votes on such matters equal to the product of (a)
the
number of shares of the Series C preferred stock held by such holder, (b) the
number of issued and outstanding shares of our common stock, on a fully-diluted
basis, as of the record date for the vote, or, if no such record date is
established, as of the date such vote is taken or any written consent of
stockholders is solicited, and (c) 0.0000002. As a result, the sale of the
Series C preferred stock by Angel Acquisition to Terminus effectively
transferred Angel Acquisition’s control of Blackhawk to Terminus, giving
Terminus approximately 89% of all votes entitled to be cast in any matter
requiring or permitting a vote of stockholders.
In
connection with this change in control, Steve Bonenberger resigned as our
President and Chief Executive Officer, and Brent Fouch resigned as our Secretary
and Chief Financial Officer. In connection therewith, the board of directors
increased the number of authorized directors from two to three and appointed
Frank Marshik to fill the newly created vacancy on the board. The board of
directors then appointed Mr. Marshik as our President, Chief Financial Officer,
and Secretary. Thereafter, Messrs. Bonenberger and Fouch resigned as directors.
Their resignations as directors were not based on any disagreement with us
on
any matter relating to our operations, policies or practices. Mr. Marshik,
as
the sole remaining director, appointed Terry Ross to fill one of the two
vacancies resulting from these resignations.
No
Dissenter’s Rights
Stockholders
have no appraisal or dissenter’s rights with respect to any of the actions
described in this information statement.
Householding
of Information Statement
Some
banks, brokers and other nominee record holders may be participating in the
practice of “householding” information statements. This means that only one copy
of our information statement may have been sent to multiple stockholders in
each
household. We will promptly deliver a separate copy of either document to any
stockholder upon written or oral request to The Blackhawk Fund,
1802
N.
Carson Street, Suite 212, Carson City, Nevada 89701, (775) 887-0670. Any
stockholder who wants to receive separate copies of our information statement
in
the future, or any stockholder who is receiving multiple copies and would like
to receive only one copy per household, should contact the stockholder’s bank,
broker, or other nominee record holder, or the stockholder may contact us at
the
above address.
THE
PROPOSALS
PROPOSAL
1
AMENDMENT
TO OUR ARTICLES OF
INCORPORATION
TO REDUCE THE MINIMUM NUMBER OF
AUTHORIZED
DIRECTORS FROM TWO (2) TO ONE (1)
Introduction
On
May 6,
2008, our board of directors unanimously adopted a resolution declaring it
advisable to amend our articles of incorporation to reduce the minimum number
of
authorized directors from two (2) to one (1), and,
concurrently therewith, stockholders holding a majority of the voting power
of
Blackhawk took action by written consent approving the amendment to our articles
of incorporation effectuating this reduction in the minimum number of authorized
directors.
Effective
Time of the Amendment Reducing the Minimum Number of Directors
We
intend
to file, as soon as practicable on or after the twentieth (20th)
day
after this information statement is sent to our stockholders, an amendment
to
our articles of incorporation effectuating the reduction of the minimum number
of directors with the Nevada Secretary of State. This amendment will become
effective at the close of business on the date the amendment to the articles
of
incorporation is accepted for filing for the Nevada Secretary of State. It
is
presently contemplated that such filing will be made on or after June 25,
2008.
A
copy of
the articles of amendment to the articles of incorporation, which we refer
to as
the “amendment” in this information statement, is attached to this information
statement as Appendix A.
Reasons
for Reducing the Minimum Number of Directors
Our
articles of incorporation currently provide that Blackhawk have at least two
directors. However, Nevada law only requires a Nevada corporation to have one
director. The board of directors believes that a reduction in the minimum number
of directors to the minimum allowed by Nevada law will provide
flexibility for both our management and business. We are a small company, and
the current board of directors and the holder of the Series C preferred stock
do
not believe that two directors are necessary to govern the corporation or
oversee the operations. They also desire to have the flexibility to reduce
the
number of directors to one if circumstances dictate this course of action is
prudent.
PROPOSAL
2
AMENDMENT
TO OUR ARTICLES OF
INCORPORATION
TO AUTHORIZE OUR
BOARD
OF DIRECTORS TO
EFFECTUATE
A STOCK SPLIT OR REVERSE STOCK SPLIT
WITHOUT
STOCKHOLDER APPROVAL
Introduction
On
May 6,
2008, our board of directors unanimously adopted a resolution declaring it
advisable to amend our articles of incorporation to grant authority to our
board
of directors to effectuate a stock split or reverse stock split without
correspondingly increasing or decreasing the number of authorized shares of
the
same class or series without obtaining the approval of the stockholders or
the
approval of the holders of shares of the affected class or series, and,
concurrently therewith, stockholders holding a majority of the voting power
of
Blackhawk took action by written consent approving the amendment to our articles
of incorporation granting this authority.
Effective
Time of the Amendment Authorizing
the Directors to Effectuate a Reverse Stock Split without Stockholder
Approval
We
intend
to file, as soon as practicable on or after the twentieth (20th)
day
after this information statement is sent to our stockholders, an amendment
to
our articles of incorporation effectuating the grant of authority to our board
of directors to effectuate a stock split or reverse stock split without
stockholder approval with the Nevada Secretary of State. This amendment will
become effective at the close of business on the date the amendment to the
articles of incorporation is accepted for filing for the Nevada Secretary of
State. It is presently contemplated that such filing will be made on or after
June 25, 2008.
A
copy of
the amendment is attached to this information statement as Appendix
A.
Reasons
for Authorizing the Directors to Effectuate a Reverse Stock Split without
Stockholder Approval
The
board
of directors believes that an amendment to our articles of incorporation
authorizing our board of directors to effectuate a stock split or reverse stock
split without stockholder approval will
provide flexibility for both our management and business. The proposed amendment
to the articles of incorporation would allow us to implement a stock split
or
reverse stock split of any class or series of our capital stock without
correspondingly increasing or decreasing the number of authorized shares of
the
same class or series by means of a resolution adopted by its board of directors
without obtaining the approval of the stockholders or the approval of the
holders of shares of the affected class or series. Authorization of a stock
split or reverse stock split without correspondingly increasing or decreasing
the number of authorized shares of the same class or series without stockholder
approval is important to us, inasmuch as we will be able to change our
outstanding capital stock to more efficiently meet our future needs. Presently,
we need to go to the time and expense of having a stockholder’s meeting or to
have the stockholders with a majority of voting power act by written consent
in
order to effectuate a stock split or reverse stock split without correspondingly
increasing or decreasing the number of authorized shares of the same class
or
series, which includes the time and expense of filing and distributing proxy
or
information materials in compliance with the rules and regulations of the SEC
under Section 14 of the Securities Exchange Act of 1934, as amended. We must
be
able to quickly deal with situations calling for us to modify our capital
structure. Although our management considers it likely that Blackhawk Fund
will
authorize a reverse stock split in the future, we do not have current plans
to
implement any stock split.
PROPOSAL
3
AMENDMENT
TO OUR ARTICLES OF
INCORPORATION
TO ELECT TO NOT TO BE GOVERNED BY CERTAIN PROVISIONS PERTAINING TO “RESIDENT
DOMESTIC CORPORATIONS” UNDER THE NEVADA REVISED STATUTES
Introduction
On
May 6,
2008, our board of directors unanimously adopted a resolution declaring it
advisable to amend our articles of incorporation to elect that we shall not
be
subject to, or governed by, any of the provisions in Sections 78.411 to 78.444,
inclusive, of the Nevada Revised Statutes at such time, if any, that we become
a
“resident domestic corporation” as that term is defined in Section 78.427 of the
Nevada Revised Statutes,
and,
concurrently therewith, stockholders holding a majority of the voting power
of
Blackhawk took action by written consent approving the amendment to our articles
of incorporation effectuating this election.
Effective
Time of the Amendment to Opt Out of Certain Provisions Pertaining to Resident
Domestic Corporations
We
intend
to file, as soon as practicable on or after the twentieth (20th)
day
after this information statement is sent to our stockholders, an amendment
to
our articles of incorporation effectuating the election not to be governed
by
certain provisions pertaining to resident domestic corporations with the Nevada
Secretary of State. This amendment will become effective at the close of
business on the date the amendment to the articles of incorporation is accepted
for filing for the Nevada Secretary of State. It is presently contemplated
that
such filing will be made on or after June 25, 2008.
A
copy of
the amendment is attached to this information statement as Appendix
A.
Reasons
for Electing
Not to be Governed by Certain Provisions Pertaining to Resident Domestic
Corporations
Nevada
Revised Statute (NRS) Section 78.427 defines a “resident domestic corporation”
is as a domestic corporation that has 200 or more stockholders of record. NRS
78.434(5) allows a corporation to expressly elect in its articles of
incorporation not to be governed by NRS 78.411 to 78.444 before the date it
becomes a resident domestic corporation.
NRS
78.411 to 78.444 sets forth rules and restrictions regarding combinations of
resident domestic corporations with interested stockholders. An “interested
stockholder” is defined as any person who is (i) a beneficial owner, directly or
indirectly, of ten percent (10%) or more of the voting power of the corporation,
or (ii) an affiliate or associate of the resident domestic corporation of the
resident domestic corporation and at any time within 3 years immediately before
the date in question was the beneficial owner, directly or indirectly, of ten
percent (10%) or more of the voting power of the outstanding shares of the
domestic resident corporation.
We
are
not currently a resident domestic corporation. However, if we wait until we
become a resident domestic corporation to make this election, it will not become
effective until 18 months after such election is approved. Accordingly, it
is
more expedient to have the election made now.
If
this
election is not made, we will be unable to consummate any business combination
with an interested person for a period of 3 years after such person becomes
an
interested person even
if
such
combination is approved by all non-interested stockholders. While we currently
do not have any plans to enter into a business combination with an interested
stockholder, we feel it is in the best interests of the corporation and out
stockholders to maintain the flexibility to pursue all options to maximize
stockholder value. The rules under NRS 78.411 to 78.444 severely restrict our
ability in this area. An election not to be governed by these rules would not
obviate the need for stockholder approval. However, the board and the
stockholders would be entitled to approve transactions prior to the end of
the 3
year restriction period.
In
addition to the 3 year waiting period, the provisions of NRS 78.411 to 78.444
provide that the consideration received in any business combination with an
interested stockholder after
such 3
year period must be higher than the amount per share paid by the interested
stockholder or the market price of the stock on the day such party became
interested. This provision intends to protect the non-interested stockholder.
However, we believe it is in the stockholders best interest to allow them to
decide whether a price is fair under certain circumstances. There is no
guarantee that our stock price will continue to increase. Stockholders may
decide that it is in their best interest to accept an offer from an interested
stockholder in a declining market. If this election is not approved,
stockholders will not have the right to make such determination.
PROPOSAL
4
AMENDMENT
TO OUR ARTICLES OF
INCORPORATION
TO ELECT NOT TO BE GOVERNED BY CERTAIN PROVISIONS PERTAINING TO “ISSUING
CORPORATIONS” UNDER THE NEVADA REVISED STATUTES
Introduction
On
May 6,
2008, our board of directors unanimously adopted a resolution declaring it
advisable to amend our articles of incorporation to elect that we shall not
be
subject to, or governed by, any of the provisions in Sections 78.378 to 78.3793,
inclusive, of the Nevada Revised Statutes at such time, if any, that we become
an “issuing corporation” as that term is defined in Section 78.3788 of the
Nevada Revised Statutes,
and,
concurrently therewith, stockholders holding a majority of the voting power
of
Blackhawk took action by written consent approving the amendment to our articles
of incorporation effectuating this election.
Effective
Time of the Amendment to Opt Out of Certain Provisions Pertaining to Issuing
Corporations
We
intend
to file, as soon as practicable on or after the twentieth (20th)
day
after this information statement is sent to our stockholders, an amendment
to
our articles of incorporation effectuating the election not to be governed
by
certain provisions pertaining to issuing corporations with the Nevada Secretary
of State. This amendment will become effective at the close of business on
the
date the amendment to the articles of incorporation is accepted for filing
for
the Nevada Secretary of State. It is presently contemplated that such filing
will be made on or after June 25, 2008.
A
copy of
the amendment is attached to this information statement as Appendix
A.
Reasons
for Electing
Not to be Governed by Certain Provisions Pertaining to Issuing
Corporations
Nevada
Revised Statute (NRS) Section 78.3799 defines “issuing corporation” as any
corporation organized in Nevada which has 200 or more stockholders or record,
at
least 100 of whom have addresses in the state of Nevada appearing on the stock
ledger and does business in the State of Nevada directly or through an
affiliated corporation. The provisions of NRS 78.378 to 78.3793 apply to the
acquisition of controlling interests in an issuing corporation unless
the
articles of incorporation provide otherwise.
The
provisions relating to acquisition of a controlling interest in an issuing
corporation provide that the acquiring person must deliver an offeror’s
statement and that a special meeting of stockholders must be called to determine
whether such acquiring person shall be entitled to full voting rights of his
shares. Further, if the offeror’s statement is not delivered in the manner
prescribed or if such acquiring person is not granted full voting rights by
the
stockholders, the issuing corporation will be required to call for redemption
of
such shares of the aforementioned acquiring person. We believe it is in the
best
interests of the corporation and its stockholder to avoid the time and expense
associated with calling a special meeting of stockholders or redemption of
such
acquiring person’s shares.
PROPOSAL
5
AUTHORIZATION
TO THE BOARD OF DIRECTORS
TO
AMEND THE ARTICLES OF INCORPORATION TO
CHANGE
OUR NAME TO
A
NAME TO BE DETERMINED
BY
THE BOARD OF DIRECTORS
Introduction
On
May 6,
2008, our board of directors unanimously adopted a resolution declaring it
advisable to authorize
the board of directors to further amend our articles of incorporation to change
the name of the company to a name to be determined by the board of directors
in
its sole discretion, and, concurrently therewith, stockholders holding a
majority of the voting power of Blackhawk took action by written consent
approving the authorization to amend our articles of incorporation effectuating
such a name change.
Effective
Time of the Amendment to Change our Name
In
the
event that the board of directors elects to change the name of our corporation,
we would need to file an additional amendment to our articles of incorporation
with the Nevada Secretary of State. This amendment would become effective at
the
close of business on the date the amendment to the articles of incorporation
is
accepted for filing by the Nevada Secretary of State.
Reasons
for Authorizing the Board of Directors to further Amend our Articles of
Incorporation to Change the Name of our Corporation
Our
board
of directors believes that a name change may be in our best interest in the
future. Authorization of a name change without further stockholder approval
is
important to us, inasmuch as we will be able to change our name and corporate
identity quickly. Presently, we need to go to the time and expense of having
a
stockholder’s meeting or to have the stockholders with a majority of voting
power act by written consent in order to change our name, which includes the
time and expense of filing and distributing proxy or information materials
in
compliance with the rules and regulations of the SEC under Section 14 of the
Securities Exchange Act of 1934, as amended. We desire to be able to quickly
deal with situations calling for us to modify our name and corporate identity.
Although our management considers it possible that we may change our name in
the
future, we do not have current plans to change our name.
COMMON
STOCK OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of May 6, 2008 by the following
persons:
| · |
each
person who is known to be the beneficial owner of more than five
percent
(5%) of our issued and outstanding shares of common
stock;
|
| · |
each
of our directors and executive officers;
and
|
| · |
all
of our directors and executive officers as a
group.
|
Beneficial
ownership is determined in accordance with the rules and regulations of the
SEC.
The number of shares and the percentage beneficially owned by each individual
listed above include shares that are subject to options held by that individual
that are immediately exercisable or exercisable within 60 days from May 6,
2008,
and the number of shares and the percentage beneficially owned by all officers
and directors as a group includes shares subject to options held by all officers
and directors as a group that are immediately exercisable or exercisable within
60 days from May 6, 2008.
|
Name
And Address (1)
|
Number
Of Shares
Beneficially
Owned
|
Percentage
Owned (2)
|
| |
|
|
|
|
|
Frank
Marshik
|
--
|
(3)
|
*
|
(3)
|
|
Terry
Ross
|
--
|
|
*
|
|
|
All
directors and officers as a group (2 people)
|
--
|
(3)
|
*
|
(3)
|
| (1) |
Unless
otherwise noted, the address is 1802 N. Carson Street, Suite 212,
Carson
City, Nevada 89701.
|
| (2) |
Based
on 562,393,791 shares issued and
outstanding.
|
| (3) |
Mr.
Marshik has voting and investment control over the securities owned
by
Terminus, Inc. Terminus owns 10,000,000 shares of our Series C preferred
stock. Holders of our Series C preferred stock are entitled to the
number
of votes on such matters equal to the product of (a) the number of
shares
of the Series C Preferred Stock held by such holder, (b) the number
of
issued and outstanding shares of the Company’s common stock, on a
fully-diluted basis, as of the record date for the vote, or, if no
such
record date is established, as of the date such vote is taken or
any
written consent of stockholders is solicited, and (c) 0.0000002,
for a
total of 5,124,727,582 votes, or approximately 89% of the outstanding
votes on all matters presented to our stockholders as of the record
date.
|
_________________________
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By Order of the Board of
Directors |
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|
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/s/ Frank Marshik |
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|
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Frank
Marshik
|
| |
President |
June
__,
2008
Carson
City, Nevada
EXHIBIT
A
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
ATTACHMENT
TO
AMENDED
AND RESTATED
ARTICLES
OF INCORPORATION
OF
THE
BLACKHAWK FUND
1. The
name
of the corporation is The Blackhawk Fund.
2. The
purpose of the corporation is to engage in any lawful act or activity for which
corporations may be organized under the laws of the State of
Nevada.
3. The
aggregate number of shares of all classes of capital stock which the corporation
shall have authority to issue is Four Billion Fifty Million (4,050,000,000),
consisting of (i) Four Billion (4,000,000,000) shares of common stock, par
value $0.0001 per share (the “Common Stock”), and (ii) Fifty Million
(50,000,000) shares of preferred stock, par value $0.0001 per share (the
“Preferred Stock”). The Preferred Stock may be issued from time to time in one
or more series. The board of directors is authorized to fix the number of shares
of any series of Preferred Stock, to determine the designation of any such
series and to determine or alter the rights, preferences, privileges,
qualifications, limitations and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and, within the limits and
restrictions stated in any resolution or resolutions of the board of directors
originally fixing the number of shares constituting any series, to increase
or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issue of shares of
that series.
4. The
governing board of this corporation shall be known as directors. The initial
authorized number of directors shall be one (1). The number of directors may
from time to time be increased or decreased in such manner as shall be provided
by the bylaws of this corporation.
5. The
corporation shall have perpetual existence.
6.
Cumulative
voting shall not be permitted by the corporation.
7.
In
furtherance, and not in limitation of the powers conferred by statute, the
board
of directors is expressly authorized as follows:
(i) Subject
to the bylaws, if any, adopted by the stockholders, to make, alter or amend
the
bylaws of the corporation.
(ii) To
fix
the amount to be reserved as working capital over and above its capital stock
paid in, to authorize and cause to be executed mortgages and liens upon the
real
and personal property of this corporation.
(iii) By
resolution passed by a majority of the whole board, to designate one or more
committees, each committee to consist of one or more of the directors of the
corporation, which, to the extent provided in the resolution or in the bylaws
of
the corporation, shall have and may exercise the powers of the board of
directors in the management of the business and affairs of the corporation,
and
may authorize the seal of the corporation to be affixed to all papers which
may
require it. Such committee or committees shall have such name and names as
may
be stated in the bylaws of the corporation or as may be determined from time
to
time by resolution adopted by the board of directors.
(iv) When
and
as authorized by the affirmative vote of stockholders holding stock entitling
them to exercise at least a majority of the voting power given at a
stockholders’ meeting called for that purpose, or when authorized by the written
consent of the holders of at least a majority of the voting stock issued and
outstanding, the board of directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of directors deem expedient and for the best
interest of the corporation.
8. Meetings
of stockholders may be held outside the State of Nevada, if the bylaws so
provide. The books of the corporation may be kept (subject to any provision
contained in the statutes) outside the State of Nevada at such place or places
as may be designated from time to time by the board of directors or in the
bylaws of the corporation.
9. The
personal liability of a director or officer to the corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer
shall be eliminated to the fullest extent permissible under Nevada law except
for the following: (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or (b) the payment of
distributions in violation of Section 78.300 of the Nevada Revised
Statutes.
If
the
Nevada Revised Statutes are hereinafter amended to authorize the further
elimination or limitation of the liability of a director or officer, then the
liability of a director or officer of the corporation shall be eliminated or
limited to the fullest extent permitted by the Nevada Revised Statutes, so
as
amended.
Any
repeal or modification of the foregoing provisions of Article 9 by the
stockholders of the corporation shall not adversely affect any right or
protection of a director or officer of the corporation existing prior to the
date when such repeal or modification becomes effective.
10.
This
corporation reserves the right to amend, alter, change or repeal any provision
contained in the articles of incorporation, in the manner now or hereafter
prescribed by statute, or by the articles of incorporation, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
11.
At
such
time, if any, as the corporation becomes a “resident domestic corporation,” as
that term is defined in Section 78.427 of the Nevada Revised Statutes, the
corporation shall not be subject to, or governed by, any of the provisions
in
Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, as may
be
amended from time to time, or any successor statute.
12.
At
such
time, if any, as the corporation becomes an “issuing corporation,” as that term
is defined in Section 78.3788 of the Nevada Revised Statutes, this corporation
shall not be subject to, or governed by any of the provisions in Sections 78.378
to 78.3793, inclusive, of the Nevada Revised Statutes, as may be amended from
time to time.
13.
The
corporation may, by resolution or resolutions adopted by the board of directors
and without obtaining approval of the stockholders of the corporation, increase
or decrease the number of issued and outstanding shares of a class or series
of
its authorized capital stock held by each stockholder of record of such class
or
series without correspondingly increasing or decreasing the number of authorized
shares of such class or series. The resolution may, but is not required to,
also
provide for an increase or decrease of the number of authorized shares of such
class or series in either a corresponding or disproportionate ratio to the
increase or decrease in the number of issued and outstanding shares of such
class or series. The resolution may also provide for a change of the par value,
if any, of the same class or series of the shares increased or decreased. An
increase or decrease of the number of issued and outstanding shares of a class
or series of authorized capital stock does not have to be approved by either
(a)
the vote of stockholders holding a majority of the voting power of the affected
class or series, or (b) the vote of the holders of shares representing a
majority of the voting power of any class or series whose preference or rights
are adversely affected by the increase or decrease.