PINK SHEETS LLC
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PINK SHEETS LLC.
ISSUERS' INITIAL DISCLOSURE
March 31, 2010
Part A GENERAL COMPANY INFORMATION
Item I The exact name of the issuer and its predecessor (if any).
Humble Energy, Inc.
Tempest Trading Technologies, Inc.
Item II The address of the issuer's principal executive office.
35421 Kanis Road
Paron, Arkansas 72122
Item III The jurisdiction(s) and date of the issuer's incorporation or organization.
The issuer is organized under the laws of the State of Nevada.
October 13, 2008.
Item IV The name and address of the transfer agent.
Integrity Stock Transfer
3027 East Sunset Road
Suite
103
Las Vegas, Nevada 89120
Phone: (702) 317-7757
Item V The nature of the issuer's business.
A.
Business Development
The company is a producer of oil and natural gas.
The company is a corporation and was incorporated on October 13, 2008.
The company's fiscal year-end is June 30. The issuer or its predecessor has not been in bankruptcy or
receivership or any other similar proceeding.
The company's predecessor, Tempest Trading Technologies, Inc., a California corporation, changed its
domicile to Nevada and changed its name to Humble Energy, Inc. on February 25, 2009.
In May 1, 2009, the control of the Company changed from Chris Melendez to David R. Kane.
On November 3, 2008, the Company reversed split its Common Stock 150 to 1
and on May 1, 2009, the Company acquired some of the trusts controlled by David R. Kane. The
trusts are: The Trust Humble; The Trust Humble II; and Humble Oil Trust II. for nine million shares of
the Company's Common Stock.
The Company is not in default of the terms of any lease, loan, or other indebtedness; and, there are no
current, past, pending or threatened legal proceedings or administrative actions against the issuer.
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B.
Business of the Issuer
The issuer's primary SIC Code is 1389; secondary SIC Code is 4924.
The Company owns interests in producing oil and gas wells in several states. The production is held in
royalty and working interest ownership. The maintenance and servicing of the wells is performed
mostly by major and mid-major oil and gas operators.
During the past five years David R. Kane has been acquiring the royalty and working interests in oil
and gas wells through competitive bidding at oil and gas auctions. The Company has done
development on some of its existing oil and gas leases. The Company does not operate oil and gas
wells and has no plans to do so. The Company has no loans against the properties. The Company
plans to acquire additional producing oil and gas wells when funding is available. The Company has
no full-time employees and out sources many functions of the Company such as well operations,
geological evaluation and drilling.
When the price of natural gas or oil drops below a positive cash flow from a well, the Company
requests the operator to discontinue production at the well until such time when the price rises and
establishes a positive cash flow.
The developmental activities have been funded by loans and notes from investors and Mr. David R.
Kane. The major oil and gas producers that operate the wells are responsible for all compliance issues
on the wells. The Company has not received any notification of out-of-compliance issues and,
consequently to the best of its knowledge, the Company is in compliance with applicable
environmental laws. The Company currently has no full-time employees.
Item VI The nature of products or services offered.
Humble Energy, Inc. sells natural gas to several marketing companies or operators. The deliveries are
made through pipelines. The largest buyers of natural gas are utilities. Oil is sold to major oil
companies who resell or refine the oil. The Company has operating agreements on all of its wells,
mostly with major and mid-major oil and gas companies. The operating agreement calls for the
operator to maintain the wells and ship the oil or gas to its buyer. Products are sold by the
management of the Company. The Company is not dependent on one or a few major customers. The
Company does not have any patents, franchises, royalty agreements or labor contracts. The Company
does not need government approval of its principle products or services except as mentioned above.
Item VII The nature and extent of the issuer's facilities.
The Company currently owns an interest in 82 producing oil and natural gas wells. The office of the
Company is housed in approximately 300 square feet at the Kane home located at 35421 Kanis
Road, Paron, Arkansas 72122, a suburb of Little Rock, Arkansas.
Part B SHARE STRUCTURE AND ISSUANCE HISTORY
Item VIII The exact title and class of securities outstanding.
There is only one class of stock outstanding. Common Stock .001 par value, CUSIP Number
445000102. Trading symbol: HUML. There are no preferred shares outstanding.
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Item IX Description of the security.
Common Stock, par value .001. Each share is entitled to one vote and to participate pro rata in any
dividend declared by the Board of Directors. There are no preemptive rights. There are no provisions
in the issuer's Charter or Bylaws that would delay, defer, or prevent a change in control of the issuer.
Preferred Stock, par value .001. There are no preferred shares outstanding.
Item X The number of shares or total amount of the securities outstanding for each class of securities
authorized.
There are 250,000,000 Common Shares .001 par value authorized. On March 31, 2010, there are
11,054,704 shares outstanding. Of these, 10,865,194 are restricted. There are 189,510 freely tradable
shares There are 236 shareholders of record. There are no preferred shares outstanding.
Item XI List of securities offerings and shares issued for services in the past two years.
STOCK SALES IN CALENDAR YEAR 2007
None
STOCK SALES IN CALENDAR YEAR 2008
None
STOCK SALES IN CALENDAR YEAR 2009
1. May 5, 2009, issued 9,000,000 shares to David R. Kane, Trustee, in exchange for
producing gas wells.
2. December 1, 2009, issued 500,000 shares to Hallmark Venture Group, Inc. for
services.
3. Issued 300,000 shares to six individuals in settlement of corporate debts.
4. Issued 300,000 shares to Humble Energy, Inc. for services.
STOCK SALES IN FIRST QUARTER 2010
None
All sales of stock were private sales made by management to accredited investors as per SEC
Rule 4.2. There was no offering. The shares were Restricted
The share certificates contain a legend stating that the shares have not been registered under
the Securities Act and setting forth or referring to the restrictions on transferability and sale
of the shares under the Securities Act.
The company has no options or warrants outstanding.
Part C MANAGEMENT AND CONTROL STRUCTURE
Item XII The name of the chief executive officer, members of the board of directors, as well as control
persons.
David R. Kane, President/Director, owns or controls 9,000,000 shares.
Robert L. Cashman, Chief Financial Officer, owns or controls 500,000 shares.
Mark D. Kane, Director
George L. Cook, Director
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Business address for David R. Kane is 35421 Kanis Road, Paron, Arkansas 72122
Business address for Robert L. Cashman is in care of Hallmark Venture Group, Inc.
18482 Park Villa Place, Villa Park, California 92861
Business address for Mark D. Kane is 1906 N. Tyler, Little Rock, Arkansas 72207
Business address for George L. Cook is 2501 Riverfront Drive, Apartment E-210, Little Rock,
Arkansas 72202
Resume of officers:
David R. Kane, President/Director
Mr. Kane has been active in various roles in the oil industry since 1968. In the 1970's he led a
company that found five major oil and gas fields in Texas, Oklahoma and Kansas. Mr. Kane has
a B.S. Degree from the University of Kansas in Business Administration. He was employed by
IBM and became Supplies Manager for the State of Arkansas. At age 30 he co-founded a life
insurance company and served on the Board of a Mutual Fund. Mr. Kane was a Legislative Aide
to then Governor Dale Bumpers and subsequently was elected to the Arkansas Legislature. Mr.
Kane was one of the early financial planners in Arkansas and the nation. During this period he
held three brokerage principal licenses in real estate, securities and insurance. He had over
$1,000,000 in sales in insurance, securities and in real estate for several consecutive years,
believed to be a record in the industry. From 1971 to 1981 he managed investment partnership
funds, totaling $75,000,000 in assets and more than 100 partnerships.
Robert L. Cashman, Chief Financial Officer, Director
Mr. Cashman has a diverse background and brings a wealth of experience to HUMBLE
ENERGY, INC. He has personally developed from start-up five companies. Mr. Cashman has been
involved in the growth and development of these companies and, with one exception, their ultimate
successful sale. He has directed many transactions including IPO's, secondary offerings, shell reverse
mergers and private placements.
Mr. Cashman has received some prestigious awards from the business community including
membership in the Young Presidents Organization, and the INC Magazine Hall of Fame. Mr. Cashman
is a consultant in the complicated business of corporate finance and public companies.
Mr. Cashman has received numerous awards for his continued involvement in civic activities
including a member of the Orange County Airport Commission (24 years), operators of the John Wayne
Airport, serving on the Governing Board of the local and national YMCA (12 years), and a long term
involvement with the Boy Scouts of America on both the local and national basis. He currently serves
on the City of Anaheim's Work Force Development Board, the city agency that allocates federal funding
for educational programs in the city.
Mr. Cashman served as an aviation officer (pilot) in the Korean War, owns and flies his own
airplane and serves on the boards of several aviation organizations. He is a graduate of the University of
California, Los Angeles (UCLA).
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Mark D. Kane, Director
He is a graduate of the University of Arkansas and was a letterman at that university. Mark
Kane founded two start-up companies by the age of 30 years. He founded Water Laser, Inc.
immediately after college. Wal-Mart was its largest customer. After selling Water Laser, Inc., Wal-
Mart again entered into Mark Kane's plans when he founded Incredible Closeout, Inc., using overbuys
returns and damaged goods from Wal-Mart, Menards and others to provide a low cost for the customer.
The company was used as an example by Wal-Mart to start Buds. Mark Kane bought and liquidated a
high-end clothing store during this time. After selling Incredible Closeouts, Inc., he decided to pursue
his dreams of building and rehabbing in the residential and commercial construction business where he
remains active today. He has been on the Board of Directors of Humble Petroleum, Inc. since its
inception in 1999.
George L. Cook, Director
Mr. Cook holds a Bachelor of Arts Degree in Business Marketing from the University of
Arkansas. He led a group of Arkansans in offering an amendment to change the Constitution of
Arkansas enacted in 1874. Mr. Cook developed two large prime apartment projects in Arkansas. He
changed real estate development by tearing down valuable housing and upgrading in premier areas of
Central Arkansas. He has owned, built and sold resort condominiums. He was executive vice
president and marketing director for Myers Bakery, inventor and marketer of prepared breads such as
"Brown and Serve" rolls sold in 38 states. He boosted sales to $14 million. Mr. Cook bought in
partnership as majority partner, Bauman's Men's Store 1918, the traditional men's store in Arkansas.
He was formerly a partner with Lance Alworth in various investments in Arkansas. Mr. Cook has
spent the last four years studying and working in the coal bed methane and energy business on a daily
basis. He has been on the Board of Humble Petroleum since 1999.
None of the officers and directors have any related party transactions or conflicts of interest.
Item XIII Beneficial Owners.
David R. Kane through ownership or control of Humble Trust, 567,000 shares; Humble Trust II,
5,220,000 shares; and Humble Oil Trust II, 3,213,000 shares totaling 9,000,000 shares or 83 % of the
outstanding shares.
Robert L. Cashman through control of Hallmark Venture Group, Inc., 500,000 shares or 4.6% of the
outstanding shares.
Robert N. Meyer through control of Orbital Enterprises, Inc., 300,000 shares or 3% of the outstanding
shares.
.
Item XIV The name, address, telephone number, and email address of each of the following outside
providers that advise the issuer on matters relating to the operations, business development and
disclosure:
The Company has retained the services of William M. Aul , Attorney at Law,
1660 Hotel Circle North, Suite 207, San Diego, California, 92108. Phone:
(619) 497-2555; FAX (619) 542-0555.
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PART D. FINANCIAL INFORMATION
Item XV. Financial information for the issuer's most recent fiscal period (Unaudited)
HUMBLE ENERGY, INC.
BALANCE SHEET
PERIOD ENDING MARCH 31, 2010
(Cash Basis)
ASSETS
Current
Assets:
Cash
$
2,350
Cash Equivalent
12,193
Total
Current
Assets
$
14,543
Equipment
-0-
Producing and Non-producing Wells
$ 134,918
Total
Assets
$
149,461
LIABILITIES AND STOCKHOLDERS EQUITY
Current
Liabilities:
Accounts Payable
$ -0-
Notes Payable
-0-
Total Current Liabilities
$ -0-
Long Term Liabilities:
Notes Payable
$ -0-
Total Long Term Liabilities
-0-
Total Liabilities
$ -0-
Stockholders
Equity:
Common
Stock $
134,918
Preferred Stock -0-
Retained
Earnings
$
14,543
Total
Stockholders
Equity
$
149,461
Total Liabilities & Stockholders Equity
$ 149,461
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HUMBLE ENERGY, INC.
STATEMENT OF INCOME
FOR THE PERIOD OF
OCTOBER 13, 2008 TO
MARCH 31, 2010
Income
Oil & Gas Sales
$ 95,254
Well Expenses
$ 49,112
Gross Profit
$
46,142
Expenses
General
&
Administrative
$
31,549
Net Gain
$
14,593
The Net Gain represents cash available for investment.
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HUMBLE ENERGY, INC.
STATEMENT OF SHAREHOLDERS EQUITY
FOR THE PERIOD FROM
OCTOBER 13, 2008 TO
MARCH 31, 2010
DOLLARS
SHARES
BALANCE October 13, 2008
$ 1,000
1,000
February 25, 2009 **
-0-
953,698
May 1, 2009 Purchase of Wells
$122,389
9,000,000
June 30, 2009 Issued for Services
$ 11,529
900,000
TOTAL December 31, 2009
$134,918
10,854,698
TOTAL March 31, 2010 $134,918 10,854,698
**Existing
shareholders
in
shell
corporation
HUMBLE ENERGY, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
March 31, 2010
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History
Humble Energy, Inc. was organized as Netrom, Inc. on April 9, 1996. The Company changed its name
to Tempest Trading Technologies, Inc. on June 25, 2003. On February 25, 2009, the state of domicile was
changed from California to Nevada and the name was changed to Humble Energy, Inc. and the common stock
was reverse split 150 to 1. On May 1, 2009, the Company acquired some assets, producing gas wells, from
trusts controlled by David R. Kane for 9,000,000 shares.
All significant inter-company transactions have been eliminated in the preparation of these financial
statements.
Cash and Cash Equivalents
For the purposes of the Statement of Cash Flow, the Company considers all short term debt to be cash
equivalents. There was no cash paid for interest or income taxes during the periods.
Inventories
Inventories are valued at the lower of cost or market basis using the first end, first out method of
costing. There were no inventories on March 31, 2010.
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Property and Equipment
Property and equipment are carried at cost. Maintenance repairs and renewals are expensed as
incurred. Depreciation of property and equipment is provided for on a straight line basis over their estimated
useful lives as follows:
Office
Equipment
Five
Years
Computers
Five
Years
Video
Equipment
Five
Years
Editing
Equipment
Five
Years
Board
Designs
Three
Years
Computer
Programs
Three
Years
Income Taxes
At March 31, 2010, the Company had net earnings of $14,543. The Company's fiscal year end is June
30,
2010. The Company has made no provision for income taxes payable, if any, in this financial report.
Use of Estimates
The preparation of financial statements in conformity with generally excepted accounting principles
requires management to make estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Significant estimates used for the preparation of these financial statements are the value of fixed assets
purchased and depreciable lives of the assets purchased. See note 2.
NOTE 2-ASSET PURCHASE AGREEMENT
On May 1, 2009, the Company entered into an Asset Purchase Agreement to purchase producing gas
wells from three trusts controlled by David R. Kane:
Name
No. of Wells Predecessor's Cost
Consideration
The
Trust
Humble
28
$7,687 567,000
shares.
The Trust Humble II
22
$71,008
5,220,000 shares
The Humble Oil Trust II
32
$43,694
3,213,000 shares
The value established by management is the actual cost paid for the oil and gas wells by the trusts at
auction. We have made no attempt to verify that the price paid by the trusts was fair market value. The value
assigned is a significant estimate used in the preparation of these financial statements.
We have not assigned a depreciable life to these items (Note 1) is a significant estimate. We will assign
a depreciable life at the time of our audit on June 30, 2010. The estimates are required by generally accepted
accounting principles. Actual results could differ from these estimates.
NOTE 3-EQUITY
Preferred Stock
The Company is authorized to issue 1,000,000 preferred shares at .001 par value. The Company has
no preferred stock outstanding.
Common Stock
As of November 3, 2008, the Company had 75,000,000 common shares authorized with a par value of
$.001 per share. There are 10,854,698 shares outstanding as of March 31, 2010.
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NOTE 4-RELATED PARTIES
The Company has had no transactions with related parties.
NOTE 5-COMMITMENTS
The Company has no commitments.
NOTE 6-GOING CONCERN
The Company has not generated significant revenues or profits to date. This factor, among others, may
indicate the Company will be unable to continue as a going concern. The Company's continuation as a going
concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to
obtain additional sources of capital and financing. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Item XVI Similar financial information for such part of the two preceding fiscal years as the issuer or
its predecessor has been in existence.
See Item XV above.
Item XVII Management's Discussion and Analysis or Plan of Operation.
The Company plans to aggressively purchase additional wells. These transactions will be both for cash
and stock in the Company. Management has targeted several acquisitions at this time.
In 2008 the price of natural gas futures reached a high price of $14.70 par 1000 cubic feet. The cash
price was generally lower averaging $7.00 to $8.00 per 1000 cubic feet. In 2009 the price of natural gas
dropped to $2.38 per 1000 cubic feet on the futures market.The company received cash prices as low as $ .83
and an average price of about $3.00 per 1000 cubic feet. The cost to the company to produce natural gas is
approximately $4.00 per 1000 cubic feet . During the year some well operators stopped production on a
number of the companies wells because of the low prices. The price of natural gas has started to recover. The
company believes that the price of gas will continue to gradually increase over the next year. If the price of
natural gas continues to improve these wells will be put back in production. This will increase the earnings of
the company.
The Company is dependent on the successful sale of some of its common stock to continue the growth
of its business. Management believes that they will be able to support their continue growth plan with a
combination of profits and stock sales. The Company's management is experienced in selling stock to support
their growth.
Part E EXHIBITS
Item XVIII Material Contracts.
The Company has no material contracts at this time.
Item XIX Articles of Incorporation and Bylaws.
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BYLAWS
BYLAWS OF HUMBLE ENERGY, 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. The corporate seal 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.
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.
(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
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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). 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 stockholder'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
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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 telegraphic 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 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 otherwise 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 not less than
one percent (1%) of the outstanding shares of stock entitled to vote shall
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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 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 for relief as provided in the
General Corporation Law of Nevada, (b). If the instrument filed with the Secretary
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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. No action shall be taken by the stockholders
except at an annual or special meeting of stockholders called in accordance with
these Bylaws, or by the written consent of all stockholders.
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
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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.
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.
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(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.
(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
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meeting of the Board of Directors or of any committee thereof may be taken without
a meeting, if all members of 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 therefore.
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.
(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
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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.
ARTICLE V
OFFICERS
Section 27. Officers Designated. The officers of the corporation shall include, if and
when designated by the Board of Directors, the Chairman of the Board of Directors, the
Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the
Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at
the annual organizational meeting of the Board of Direction. The Board of Directors may
also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant
Controllers 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 therefore 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.
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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 Chairman of the Board of Directors. The Chairman of the Board
of Directors, when present, shall preside at all meetings of the stockholders and
the Board of Directors. The Chairman of the Board of Directors 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.
If there is no President, then the Chairman of the Board of Directors shall also
serve as the Chief Executive Officer of the corporation and shall have the powers
and duties prescribed in paragraph (c) of this Section 28.
(c.) 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.
(d.) Duties of Vice Presidents. The Vice Presidents may assume and perform the
duties of the President in the absence or disability of the President or whenever
the office of President is vacant. The Vice Presidents shall perform other duties
commonly incident to their 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.
(e.) 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.
(f.) Duties of Chief Financial Officer. The Chief Financial Officer 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 Chief Financial Officer, subject to the order of the Board of
Directors, shall have the custody of all funds and securities of the corporation.
The Chief Financial Officer 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. The
President may direct the Treasurer or any Assistant Treasurer, or the Controller or
any Assistant Controller to assume and perform the duties of the Chief Financial
Officer in the absence or disability of the Chief Financial Officer, and each
25
Treasurer and Assistant Treasurer and each Controller and Assistant Controller
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.
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
26
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.
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.
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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. 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
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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 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
INDEMNIFICATION
Section 43. Indemnification of Directors, Executive Officers, Other Officers,
Employees and Other Agents.
(a.) Directors Officers. The corporation shall indemnify its directors and
officers to the fullest extent not prohibited by the Nevada General Corporation
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 the Nevada
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General Corporation Law or (iv) such indemnification is required to be made under
subsection (d).
(b.) Employees and Other Agents. The corporation shall have power to indemnify
its employees and other agents as set forth in the Nevada General
Corporation Law.
(c.) Expense. The corporation shall 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 enterprise, prior to the final disposition of the proceeding,
promptly following request therefore, 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 mounts if it should be determined ultimately
that such person is not entitled to be indemnified under this Bylaw or otherwise.
Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph(e)
of this Bylaw, 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.
(d.) Enforcement. Without the necessity of entering into an express contract,
all rights to indemnification and advances to directors and officers under this
Bylaw shall be deemed to be contractual rights and be effective to the same extent
and as if provided for in a contract between the corporation and the director or
officer. Any right to indemnification or advances granted by this Bylaw to a
director or officer shall be enforceable by or on behalf of the person holding such
right in any court of competent jurisdiction if (i) the claim for indemnification
or advances is denied, in whole or in part, or (ii) no disposition of such claim is
made within ninety (90) days of request therefore. The claimant in such enforcement
action, if successful in whole or in part, shall be entitled to be paid also the
expense of prosecuting his claim. In connection with any claim for indemnification,
the corporation shall be entitled to raise as a defense to any such action that the
claimant has not met the standard of conduct that make it permissible under the
Nevada General Corporation Law for the corporation to indemnify the claimant for
the amount claimed. In connection with any claim by an officer of the corporation
(except in any action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such officer is or was a director of
the corporation) for advances, the corporation shall be entitled to raise a defense
as to any such action clear and convincing evidence that such person acted in bad
faith or in a manner that such person did not believe to be in or not opposed in
the best interests of the corporation, or with respect to any criminal action or
proceeding that such person acted without reasonable cause to believe that his
conduct was lawful. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he has met the applicable standard
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of conduct set forth in the Nevada General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that
claimant has not met the applicable standard of conduct. In any suit brought by a
director or officer to enforce a right to indemnification or to an advancement of
expenses hereunder, the burden of proving that the director or officer is not
entitled to be indemnified, or to such advancement of expenses, under this Article
XI or otherwise shall be on the corporation.
(e.) Non-Exclusivity of Rights. The rights conferred on any person by this
Bylaw shall not be exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding office. The corporation is specifically authorized to enter into
individual contracts with any or all of its directors, officers, employees or
agents respecting indemnification and advances, to the fullest extent not
prohibited by the Nevada General Corporation Law.
(f.) Survival of Rights. The rights conferred on any person by this Bylaw
shall continue as to a person who has ceased to be a director, officer, employee or
other agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(g.) Insurance. To the fullest extent permitted by the Nevada General
Corporation Law, the corporation, upon approval by the Board of Directors, may
purchase insurance on behalf of any person required or permitted to be indemnified
pursuant to this Bylaw.
(h.) Amendments. Any repeal or modification of this Bylaw shall only be
prospective and shall not affect the rights under this Bylaw in effect at the time
of the alleged occurrence of any action or omission to act that is the cause of any
proceeding against any agent of the corporation.
(i.) Saving Clause. If this Bylaw or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each director and officer to the full extent not prohibited
by any applicable portion of this Bylaw that shall not have been invalidated, or by
any other applicable law.
(j.) Certain Definitions. For the purposes of this Bylaw, the following
definitions shall apply:
(i.) The term "proceeding" shall be broadly construed and shall include,
without limitation, the investigation, preparation, prosecution, defense,
settlement, arbitration and appeal of, and the giving of testimony in, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.
(ii.) The term "expenses" shall be broadly construed and shall include,
without limitation, court costs, attorneys' fees, witness fees, fines,
amounts paid in settlement or judgment and any other costs and expenses of
any nature or kind incurred in connection with any proceeding.
(iii.) The term the "corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if its
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separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent or another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Bylaw with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(iv.) References to a "director," "executive officer," "officer,"
"employee," or "agent" of the corporation shall include, without limitation,
situations where such person is serving at the request of the corporation as,
respectively, a director, executive officer, officer, employee, trustee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
(v.) References to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with respect to
an employee benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the corporation"
as referred to in this Bylaw.
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.
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(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.
ARTICLE XII
AMENDMENTS
Section 45. Amendments.
The Board of Directors shall have the power to adopt, amend, or repeal Bylaws as
set forth in the Articles of Incorporation.
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
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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 as the Bylaws of Humble Energy, Inc. as of the 23
rd
day of February, 2009.
Signature of Officers
/s/Robert L. Cashman
--------------------
Vice President, Treasurer, and Secretary
Item XX Issuer's Certifications.
I, David R. Kane, certified that:
(1) I have reviewed this Issuer's Initial Disclosure Statement of Humble Energy, Inc.
(2) Based on my knowledge, this Disclosure Statement does not contain any untrue
statement of material fact, or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which statements were made,
not misleading with respect to the period covered by this Disclosure Statement and
(3) Based on my knowledge, the financial statements and other financial information
included or incorporated by reference in this Disclosure Statement fairly present in
all material respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the period presented in this Disclosure Statement.
Date: June 21, 2010
/s/ David R. Kane
David R. Kane, President
I, Robert L. Cashman, certified that:
(1) I have reviewed this Issuer's Initial Disclosure Statement of Humble Energy, Inc.
(2) Based on my knowledge, this Disclosure Statement does not contain any untrue
statement of material fact, or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which statements were made,
not misleading with respect to the period covered by this Disclosure Statement and
(3) Based on my knowledge, the financial statements and other financial information
included or incorporated by reference in this Disclosure Statement fairly present in
all material respects the financial condition, results of operations and cash flows of
the issuer as of, and for, the period presented in this Disclosure Statement.
Date: June 21, 2010
/s/ Robert L. Cashman
Robert L. Cashman, Chief Financial Officer
Part F MISCELLANEOUS
Item XXI Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None
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