Lima Street Continuum

Incorporate Yourself, Sample Arts of Inc (AOI) & By-Laws

 

 

ARTICLES OF INCORPORATION

 

OF

 

 

The undersigned incorporator, a natural person of the age of eighteen years or more and intending to form a corporation under the laws of the State of Colorado, does hereby sign, verify and deliver in duplicate to the Secretary of State of the State of Colorado, these Articles of Incorporation:

 

 

ARTICLE I

 

NAME

 

The name of the corporation shall be:

 

 

ARTICLE II

 

PERIOD OF DURATION

 

The corporation shall exist in perpetuity, from and after the date of filing these Articles of Incorporation with the Secretary of State of the State of Colorado unless dissolved according to law.

 

 

ARTICLE III

 

PURPOSES AND POWERS

 

The corporation is organized for the purpose of participating in joint ventures, undertake acquisitions and mergers and dispositions of corporate business opportunities, regardless of former entity, as well as transacting all lawful business for which corporations may be incorporated pursuant to the laws of Colorado, now or hereafter in effect.

 

The corporation shall have and may exercise legally pursuant to the laws of Colorado, now or hereafter in effect.

 

 

ARTICLE IV

 

CAPITAL STOCK

 

The total numbers of shares of capital stock which the corporation shall have the authority to issue is One Hundred Thousand (100,000) shares of common stock each with no par value.

 

 

ARTICLE V

 

AMENDMENTS

 

The corporation reserves the right to amend, alter, change or repeal any provision contained in, or to add any provision to its Articles of Incorporation from time to time in accordance with the laws of Colorado.

 

 

ARTICLE VI

 

REGISTERED OFFICE AND REGISTERED AGENT

 

The name and address of the initial registered agent of the corporation is below.  The registered agent may be changed in the manner provided by law.

                                             Name:___________________________________________________

                                           Address:__________________________________________________

                                           City, State & ZIP code:________________________________________

                                                                                 _________________________________________

 

 

ARTICLE VII

 

BOARD OF DIRECTORS

 

The number of Directors of the Corporation shall be fixed by the By-Laws of the corporation, except the initial Board of Directors of the corporation shall consist of ______ Directors. The names and addresses of the persons who shall serve as Directors until the first annual meeting of shareholders and until successors are elected and shall qualify are:

 

Name & Address:____________________________________________________________

Name & Address:____________________________________________________________

 

 

 

ARTICLE VIII

 

INCORPORATOR

 

The name and address of the incorporator(s) is(are):

 

  

IN WITNESS WHEREOF,

the above-named incorporator(s) has signed these Articleas of Incorporation on this _______ day of__________.

 

 

______________________________

 President

 

 

 

BY-LAWS

OF

Name of Business

ARTICLE

OFFICES

The principal office of the corporation is in the State of Colorado shall be located at _ __________________________, in the County of _________. The corporation may have such other offices within the or without the State of Colorado as the Board of Directors may designate or as the business of the corporation may from time to time require.

1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on the ____ day of _________________ in each year, beginning with each year _______ at the hour of ___________ o'clock P.M., for the purpose of electing Directors and for the transaction of such business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday such meeting shall be held on the next succeeding business day.

2. SPECIAL MEETING. Special meetings of the stockholders, for any purpose or purposes unless otherwise prescribed by statute, may be called by the Chairperson/President or by the Directors and shall be called the President at the request of the shareholders of not less than one-third (1/3) of all the outstanding shares of the corporation entitled to vote at the meeting.

3. PLACE OF MEETING. The Directors may designate any place, either within or without the State unless prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of the meeting shall be the principal office of the corporation.

4. NOTICE OF MEETING. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the proposed purposes for which the meeting is called, shall be delivered not less than seven (7) days nor more than ten (10) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mail, addressed to the stockholder at his/her address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Directors of the corporation may provide that the stock book shall be closed for a period not to exceed, in any case, fifteen (15) days. If the stock transfer book shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least five (5) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Directors may fix in advance a date as to the record date for any such determination of stockholders, such date in any case to be not more than ten (10) days and, in case a meeting of stockholders, not less than five (5) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders , or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

6. VOTING LISTS. The officer or agent having charge of the stock transfer book for the corporation, shall make at least fifteen (15) days before each meeting, a complete list of the stockholders entitled to vote at such meeting or adjournment thereof, arranged in alphabetical order, with the address and number of shares held by each. For a period of ten (10) days prior to such meeting, the stock transfer book shall be kept on file at the principal office of the corporation and shall be subject to inspection by any stockholder.

Such list shall be produced and kept open for inspection at the time and place of such meeting. The original stock transfer book shall be prima facie evidence as to who are stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders.

7. QUORUM. At any meeting of stockholders one-third (1/3) of the outstanding shares of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum. If less than said number of the outstanding shares are represented at a meeting, a majority of the shares represented may adjourn the meeting from time to time without further notice. At such meeting at which a quorum shall be present or represented, any business may be transacted. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

8. PROXIES.At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or his/her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting.

9. VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy, for each share of the stock entitled to vote held by such stockholder. All elections for Directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Articles of Incorporation or the laws of this State.

10. ORDER OF BUSINESS. The order of business at all meetings of the stockholders, shall be as follows:

1. Roll call

2. Proof of notice of the meeting or waiver of notice

3. Reading of minutes of the preceding meeting

4. Reports of Officers

5. Reports of Committees

6. Election of Directors

7. Unfinished business

8. New Business

 

11. INFORMAL ACTION BY STOCKHOLDERS. Unless otherwise provided by law, any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all shareholders entitled to vote with respect to the subject matter thereof.

 

ARTICLE III

 

BOARD OF DIRECTORS

 

1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors. The Directors in all cases shall act as a Board and they may adopt such rules and regulations for the conduct of their meetings and management of the corporation, as they may deem proper , and not inconsistent with these by-laws and the laws of this State.

 

2. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors shall be a minimum of one (1) and such number as may be determined by the Board. Each Director shall hold office until the next annual meeting of stockholders and until his/her successor shall have been elected and qualified.
3. REGULAR MEETINGS. The regular meeting of the Director, shall be held without other notice than this by-law immediately after, and at the same place as the annual meeting. The Directors may provide, by resolution, the time and place for holding of additional regular meetings without notice other than such resolution.

4. SPECIAL MEETINGS. Special meetings of the Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Directors may fix the place and time for holding any special meeting of the Directors called by them.

5. NOTICE. Notice of any meeting shall be given at least three (3) days previously thereto by written notice delivered personally, or by telegram or mailed to each Director at his/her business address.

6. QUORUM. at any meeting of the Directors, two (2) shall constitute a quorum for the transaction of business, but if less than said number are present, a majority of the Directors present may adjourn the meeting from time to time without further notice.

7. MANNER OF ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Directors.

8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring on the Board for any reason, except the removal of Directors without cause, may be filled by a vote of the majority of the Directors then in office. Vacancies occurring by reason of removal of Directors without cause shall be filled by vote of the stockholders. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his/her predecessor.

9. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed for cause by a vote of the stockholders or by an action of the Board. Directors may be removed without cause only by a vote of the stockholders.

10. RESIGNATION. A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the corporation.

11. COMPENSATION. No compensation shall be paid to Directors, as such, for their services, except by a resolution of the Board. The Board may set a fixed sum for expenses for actual attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation thereof.

12. PRESUMPTION OF ASSENT. A Director who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action, unless his/her dissent shall be entered in the minutes of the meeting. Such right to dissent shall not apply to the Director who voted in favor of such action.

13. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate from among its members an Executive Committee and other committees as required, each consisting of at least three (3) or more Directors. Each such committee shall serve at the pleasure of the Board.

 

ARTICLE IV

 

OFFICERS

 

1. NUMBER. The Officers of the corporation shall be: President, Executive Vice President, Vice President, Secretary and Treasurer. Each of whom shall be elected by the Directors. Such other officers and assistants officers as may be deemed necessary may be elected or appointed by the Board.

 

2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected by the Directors annually at the first meeting of the Directors held after each annual stockholders meeting. Each officer shall hold office until his/her successor shall have qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided.

 

3. REMOVAL. Any officer or agent elected or appointed by the Directors may be removed by the Directors, whenever, if in their judgement the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Directors for the unexpired portion of the term.

 

5. PRESIDENT. The President shall be the principal executive officer of the corporation, subject to the control of the Directors, he/she in general shall supervise and control all of the business and affairs of the corporation. He/She shall, when present, after the Chairperson, preside at all meetings of the stockholders and of the Directors.

 

6. EXECUTIVE VICE PRESIDENT. In the absence of the President or in the event of his/her death, inability or refusal to act, the Executive Vice President, shall act in his/her capacity.

 

7. VICE PRESIDENT. In the absence of the Executive Vice President or in the event of his/her death, inability or refusal to act, the Vice President, shall act in that capacity.

 

 8. SECRETARY. The Secretary shall keep the minutes of the stockholders and of the Directors meeting in one or more books provided for that purpose, be custodian of the corporate records and of the corporate seal and keeper of the addresses of each stockholder, charge of the stock transfer book and in general perform all duties incidental to the office of the Secretary and other such duties as from time to time may be assigned by the President or by the Board.

9. TREASURER. If required by the Directors, the Treasurer shall give s bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Directors shall determine. He/She shall have charge and custody of and responsibility for all funds and securities of the corporation, receive and give receipts for monies due and payable to the corporation, from any source whatsoever, and deposit all monies in the name of the corporation in such bank(s), trust companies or other depository(ies) as shall be selected in accordance with these by-laws and in general perform all the duties incidental to the office of the Treasurer and such other duties as from time to time nay be assigned to him/her by the President and/or the Board.

 

10. SALARIES. The salaries of the officers shall be fixed from time to time by the Directors and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Director of the corporation.

 

ARTICLE V

 

CONTRACTS, LOANS CHECKS AND DEPOSITS

 

1. CONTRACTS. The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

2. LOANS. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority, may be general or confined to specific instances.

3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders and/or instruments for for payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer(s) or agent(s) of the corporation and in such manner as shall from time to time be determined by resolution of the Board.

4. DEPOSITS. All funds of the corporation, not otherwise employed shall be deposited from time to time to the credit of the corporation in such bank(s), trust company(ies) or other depository(ies) as the Board may direct.

 

ARTICLE VI

 

CERTIFICATES FOR SHARES AND THEIR TRANSFER

 

1. CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President and by the Secretary of by such other officer(s) authorized by law or by the Board. All certificates for shares shall bear the name, address, number of shares and date of issuance shall be entered on the stock transfer books of the corporation. All certificates surrendered for transfer shall be cancelled and no new certificates shall be issued until the former certificate for a like number of shares have been surrendered and cancelled, except in the case of a lost, destroyed or mutilated certificate.

 

2. TRANSFER OF SHARES.

a. Upon the surrender to the corporation of a certificate for shares duly endorsed, it shall be the duty of the corporation to issue a new certificate and cancel the old certificate. Such transfers shall be entered on the transfer books of the corporation.

b. The corporation shall be entitled to treat the holder of record of any shares as the holder in fact thereof, and, accordingly shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this State.

 

ARTICLE VII

 

FISCAL YEAR

 

The fiscal year of the corporation shall begin on the first day of March of each year.

 

ARTICLE VIII

 

DIVIDENDS

 

The Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by these by-laws and/or by the law of this State.

 

???                                                                         ARTICLE IX

 

SEAL

 

The Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name, State of incorporation year of incorporation and the words, "Corporate Seal."

 

ARTICLE X

 

WAIVER OF NOTICE

 

Unless, otherwise provided by law, whenever, any notice is required to be given to any stockholder or Director under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

ARTICLE XI

 

AMENDMENTS

 

These by-laws may be altered, amended or repealed and mew by-laws may be adopted by a vote of the stockholders representing a majority of all the shares issued and outstanding, at any annual meeting or at any special meeting stockholders' meeting when the proposed amendment has been set out in the notice of such meeting.

____________________________________________________

____________________________, Incorporator

(OPTIONAL)

 

I, ___________________________________________________, a Notary Public, hereby certify

 

that on the _______ day of _________________________ , 19_____ , personally appeared before me, Mr. V. Rene' Rogers, who, being by me sworn, signed the foregoing document as incorporator and declared that the statement therein contained are true.

 

IN WITNESS WHEREOF, I have hereunder set my hand and seal this _____ day of

 

______________ , 20_____ .

 

???

Notary Public: ______________________________________________

 

My commission expires: ____________________

 

 

(SEAL)

 

???