UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|x | Preliminary Proxy Statement
| | Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
| | Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Under Rule 14a-12.
DAKOTA IMAGING, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $.001 per share, of Dakota Imaging, Inc.
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: The filing fee was calculated pursuant to
Exchange Act Rule 0-11 (c)(1), and is the product of multiplying 1/50 of 1%
by an amount equal to the sum of (x) the product of ______________ shares of
Common Stock, par value $.001 per share, of Dakota Imaging, Inc. multiplied
by $_____________ per share, and (y) $___________ payable to holders of
outstanding options to purchase shares of Common Stock in exchange for the
cancellation of such options.
(4) Proposed maximum aggregate value of transaction: -0-
(5) Total fee paid: -0-
| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_____________________________________________
(2) Form, Schedule or Registration Statement No.:
_____________________________________________
(3) Filing Party:
_____________________________________________
(4) Date Filed:
_____________________________________________
DAKOTA IMAGING, INC.
4483 West Reno Avenue
Las Vegas, NV 89118
(702) 221-8070
Dear Dakota Imaging, Inc. Shareholder:
You are cordially invited to attend the Annual meeting of shareholders
of Dakota Imaging, Inc., a North Dakota corporation, ("Dakota") to be held on
April 4, 2002, at 10:00 a.m., local time, at The Conference Room, Suite 115 -
1850 E. Flamingo Road, Las Vegas, Nevada 89119. At the Annual meeting, you
will be asked to consider and vote on the following proposals;
1. To elect a new Board of Directors for Dakota to serve through the next
year, (current nominations are for Gregg Giuffria, Veldon Simpson, and
Richard Hannigan);
2. To change the Company's fiscal year end to December 31;
3. To change the Company's name from Dakota Imaging, Inc. to Voyager
Entertainment International, Inc.;
4. To amend the Company's Certificate of Incorporation;
5. To amend and restate the Company's Bylaws;
6. To Ratify the appointment of MERDINGER, FRUCHTER, ROSEN & CORSO, P.C. to
serve as the Company's auditor;
7. To adopt a stock option plan providing for options on up to 5 million
shares of common stock; and
8. To transact such other business as may properly come before the Annual
meeting or any adjournment or postponement.
The Board of Directors has specified March 1, 2002, at the close of business,
as the record date for the purpose of determining the shareholders who are
entitled to receive notice of and to vote at the Annual meeting. A list of
the shareholders entitled to vote at the Annual meeting will be available for
examination by any shareholder at the Annual meeting. For 10 days prior to
the Annual meeting, this shareholder list will also be available for
inspection by shareholders at our corporate offices at 4483 West Reno Avenue,
Las Vegas during ordinary business hours.
Please read the proxy statement and other materials concerning Dakota
Imaging, Inc., which were mailed with this notice, for a more complete
statement regarding the Proposals to be acted upon at the Annual meeting.
Whether or not you plan to attend the Annual meeting, please take the
time to vote on the Proposal submitted by completing and mailing the enclosed
proxy card to us. Please sign, date and mail your proxy card indicating how
you wish to vote. If you fail to return your proxy card, the effect will be a
vote against the Proposals.
Sincerely,
/s/ Richard Hannigan
Richard Hannigan
PRESIDENT AND DIRECTOR
The Proposals voted upon have not been approved or disapproved by the
Securities and Exchange Commission (the "SEC") or any state securities
regulators nor has the SEC or any state securities regulator passed upon the
fairness or merits of the Proposals or upon the accuracy or adequacy of the
information contained in this proxy statement. Any representation to the
contrary is unlawful.
This proxy statement is dated March 6, 2002, and is first being mailed
to Dakota shareholders on or about March 18, 2002 to shareholders of record
as of March 1, 2002.
DAKOTA IMAGING, INC.
4483 West Reno Avenue
Las Vegas, NV 89118
(702) 221-8070
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 4, 2002
Dear Dakota Shareholder:
We will hold the Annual meeting of Shareholders of Dakota Imaging, Inc.
on April 4, 2002, at 10:00 a.m., local time, at the Conference Room, Suite
115, 1850 E. Flamingo Rd., Las Vegas, Nevada 89119, for the following
purposes:
1. To elect a new Board of Directors for Dakota to serve through the next
year, (current nominations are for Gregg Giuffria, Veldon Simpson, and
Richard Hannigan);
2. To change the Company's fiscal year end to December 31;
3. To change the Company's name from Dakota Imaging, Inc. to Voyager
Entertainment International, Inc.;
4. To amend the Company's Certificate of Incorporation;
5. To amend and restate the Company's Bylaws;
6. To ratify the appointment of MERDINGER, FRUCHTER, ROSEN & CORSO, P.C. to
serve as the Company's auditor;
7. To adopt a stock option plan providing for options on up to 5 million
shares of common stock; and
8. To transact such other business as may properly come before the Annual
meeting or any adjournment or postponement.
The Board of Directors has determined that the Proposals are fair to,
and in the best interests of, the Dakota shareholders and unanimously
recommends that you vote "FOR" the Proposals.
Only Dakota shareholders of record at the close of business on March 1,
2002 are entitled to notice of and to vote at the Annual meeting or any
adjournment or postponement thereof. A complete list of the shareholders
entitled to vote at the Annual meeting or any adjournments or postponements
of the Annual meeting will be available at and during the Annual meeting.
YOUR VOTE IS IMPORTANT. TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE
ANNUAL MEETING, YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
CARD AND MAIL IT PROMPTLY TO THE COMPANY, WHETHER OR NOT YOU PLAN TO ATTEND
THE ANNUAL MEETING IN PERSON. YOU MAY REVOKE YOUR PROXY IN THE MANNER
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT ANYTIME BEFORE IT HAS BEEN
VOTED AT THE ANNUAL MEETING. IF YOU RETURN A PROXY WITHOUT SPECIFYING A
CHOICE ON THE PROXY, THE PROXY WILL BE VOTED "FOR" THE PROPOSALS. IT MAY BE
POSSIBLE FOR YOU TO VOTE IN PERSON AT THE ANNUAL MEETING EVEN IF YOU HAVE
RETURNED A PROXY. PLEASE REVIEW THE PROXY STATEMENT FOR MORE INFORMATION.
By Order of the Board of Directors
/s/ Richard Hannigan
Richard Hannigan
PRESIDENT AND DIRECTOR
4483 West Reno Avenue
Las Vegas, NV 89118
March 18, 2002
TABLE OF CONTENTS
PAGE
SUMMARY OF PROPOSALS 1
Date, Time and Place 1
Purpose of the Meeting 1
Shareholders Entitled to Vote 2
Vote Required 2
Recommendation of Dakota's Board of Directors 2
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING 3
WHO CAN HELP ANSWER YOUR QUESTIONS 4
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS 4
THE ANNUAL MEETING 5
Time, Place and Date 5
Purpose of the Meeting 5
ITEM 1. Election of Directors 5
ITEM 2. Change of fiscal year end 6
ITEM 3. Change of name 6
ITEM 4. Amendment to Certificate of Incorporation 7
ITEM 5. Amendment and restatement of Bylaws 7
ITEM 6. Ratify appointment of auditors 7
ITEM 7. Adopt Stock Option Plan 8
ITEM 8. Transaction of other business 9
Record Date and Voting at the Annual Meeting 9
Votes Required 9
Solicitation and Proxy Solicitor 9
Revocation and Use of Proxies 10
Adjournments or Postponements 10
INTEREST OF CERTAIN PERSONS IN OR
OPPOSITION TO MATTERS ACTED UPON 10
AUDIT COMMITTEE ( No Audit Committee Exists) 11
INDEPENDENT AUDITORS 11
CURRENT OFFICERS AND DIRECTORS 12
Board of Directors Meetings 13
Insider Participation in Compensation Decision 13
Board of Directors Report on Executive Compensation 13
EXECUTIVE COMPENSATION 13
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS THEREOF 14
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 15
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 15
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING 15
OTHER MATTERS 15
EXPENSES OF PROXY SOLICITATION 16
WHERE YOU CAN FIND MORE INFORMATION 16
EXHIBITS
Exhibit A - Amended and Restated Bylaws A-1
SUMMARY OF PROPOSALS
This summary highlights selected information included in this proxy
statement. This summary may not contain all of the information that is
important to you. For a more complete understanding of the Proposals and the
other information contained in this proxy statement, you should read this
entire proxy statement carefully, as well as the additional documents to
which it refers. For instructions on obtaining more information, see "Where
You Can Find More Information."
Date, Time and Place of Annual
Meeting April 4, 2002, at 10:00 a.m., Las Vegas
time, at the Conference Room, Suite
115, 1850 East Flamingo Rd., Las Vegas,
Nevada, ("the Annual Meeting"). (See
"INTRODUCTION")
Purpose of the Meeting 1. To elect a new Board of Directors
for Dakota to serve through the next
year, (current nominations are for
Gregg Giuffria, Veldon Simpson, and
Richard Hannigan);
2. To change the Company's fiscal
year end to December 31;
3. To change the Company's name from
Dakota Imaging, Inc. to Voyager
Entertainment International, Inc.;
4. To amend the Company's Certificate
of Incorporation;
5. To amend and restate the Company's
Bylaws;
6. To Ratify the appointment of
MERDINGER, FRUCHTER, ROSEN & CORSO,
P.C. to serve as the Company's auditor;
7. To adopt a stock option plan
providing for options on up to 5
million shares of common stock; and
8. To transact such other business as
may properly come before the Annual
meeting or any adjournment or
postponement.
Shareholders Entitled to Vote Only Dakota shareholders of record at
5:00 p.m., Las Vegas time on March 1,
2002 are entitled to notice of and to
vote at the Annual Meeting.
Vote Required Under North Dakota law, the Proposals
at the Annual meeting require the
affirmative vote of the holders of a
majority of the Dakota Common Stock
outstanding and entitled to vote. See
"Introduction," and "The Proposal-Vote
Required."
Recommendation of the Board of
Directors of Dakota Our Board of Directors has determined
that the Proposals are advisable and in
the best interests of Dakota and our
shareholders and that the Proposals are
fair to our shareholders Our Board of
Directors recommends that you vote
"FOR" adoption of the Proposals.
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING
WHAT DOES OUR BOARD OF DIRECTORS RECOMMEND?
Our Board of Directors recommends that you vote "FOR" adoption of the
Proposals. Our Board of Directors has determined that the Proposals are
advisable and in the best interests of Dakota and our shareholders and that
the Proposals are fair to our shareholders.
Our Board of Directors has approved and recommended adoption of the
Proposals.
IF MY SHARES OF DAKOTA COMMON STOCK ARE HELD IN "STREET NAME" BY MY BROKER,
WILL MY BROKER VOTE MY SHARES FOR ME?
No. The law does not allow your broker to vote your shares of Dakota
common stock on the Proposals at the Annual meeting without your direction.
You should follow the instructions from your broker on how to vote your
shares. Shares that are not voted because you do not instruct your broker are
called "broker non-votes," and will have the effect of a vote "AGAINST" the
Proposals.
IF I SEND IN MY PROXY CARD BUT DO NOT INDICATE MY VOTE, HOW WILL MY SHARES BE
VOTED?
If you sign and return your proxy card but do not indicate how to vote
your shares at the Annual meeting, the shares represented by your proxy will
be voted "FOR" the Proposals.
WHAT IF I DON'T RETURN MY PROXY CARD?
Since it takes a majority of the shares outstanding to approve the
Proposals, not returning your proxy card is the same as voting against the
Proposals.
WHAT SHOULD I DO NOW TO VOTE AT THE ANNUAL MEETING?
Sign, mark and mail your proxy card indicating your vote on the
Proposals in the enclosed return envelope as soon as possible, so that your
shares of Dakota common stock can be voted at the Annual meeting.
MAY I CHANGE MY VOTE AFTER I MAIL MY PROXY CARD?
Yes. You may change your vote at any time before your proxy is voted at
the Annual meeting. You can do this in three ways:
* You can send Dakota a written statement that you revoke your proxy,
which to be effective must be received prior to the vote at the Annual
meeting;
* You can send Dakota a new proxy card prior to the vote at the Annual
meeting, which to be effective must be received by Dakota prior to the
vote at the Annual meeting; or
* You can attend the Annual meeting and vote in person. Your attendance
alone will not revoke your proxy. You must attend the Annual meeting and
cast your vote at the Annual meeting.
Send any revocation of a proxy or new proxy card to the attention of the
Corporate Secretary at Dakota, 4483 West Reno Avenue, Las Vegas, Nevada (702)
221-8070. If your shares are held in street name, you must follow the
directions provided by your broker to vote your shares or to change your
instructions.
WHO CAN HELP ANSWER YOUR QUESTIONS
If you have more questions about the Proposals or would like additional
copies of the proxy statement, you should contact:
Dakota Imaging, Inc.
4483 West Reno Avenue
Las Vegas, NV 89118
Attention: Richard Hannigan
President and Director
Telephone Number: (702) 221-8070
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
This proxy statement and the documents to which we refer you to in this
proxy statement may contain forward-looking statements. In addition, from
time to time, we or our representatives may make forward-looking statements
orally or in writing. We base these forward-looking statements on our
expectations and projections about future events, which we derive from the
information currently available to us. Such forward-looking statements relate
to future events or our future performance, including:
* our financial performance and projections;
* our growth in revenue and earnings; and
* our business prospects and opportunities.
You can identify forward-looking statements by those that are not
historical in nature, particularly those that use terminology such as "may,"
"will," "should," "expects," "anticipates," "contemplates," "estimates,"
"believes", "plans," "projected," "predicts," "potential" or "continue" or
the negative of these or similar terms. In evaluating these forward-looking
statements, you should consider various factors, including
* our ability to retain the business of our significant customers;
* our ability to keep pace with new technology and changing market needs;
* our ability, upon completion of the merger, to obtain capital; and
* the competitive environment of our business.
These and other factors may cause our actual results to differ
materially from any forward-looking statement.
Forward-looking statements are only predictions. The forward-looking
events discussed in this proxy statement, the documents to which we refer you
and other statements made from time to time by us or our representatives, may
not occur, and actual events and results may differ materially and are
subject to risks, uncertainties and assumptions about us. We are not
obligated to publicly update or revise any forward-looking statement, whether
as a result of uncertainties and assumptions, the forward-looking events
discussed in this proxy statement, the documents to which we refer you and
other statements made from time to time by us or our representatives, might
not occur.
THE ANNUAL MEETING
TIME, PLACE AND DATE
We are furnishing this proxy statement to Dakota shareholders in
connection with the solicitation of proxies by the Dakota Board of Directors
for use at the Annual meeting of shareholders of Dakota to be held on April
4, 2002, at 10:00 a.m., local time, at the Conference Room, Suite 115, 1850
East Flamingo Rd., Las Vegas, Nevada, or any adjournment or postponement
thereof, pursuant to the enclosed Notice of Annual Meeting of Shareholders.
PURPOSE OF THE MEETING
At the Annual meeting, holders of Dakota common stock of record as of
the close of business on March 1, 2002 will be eligible to vote upon:
ITEM 1. Election of Directors:
Our shareholders elect the members of the Board of Directors annually.
Current nominations are for Gregg Giuffria, Veldon Simpson, and Richard
Hannigan. We have no reason to believe that any of the nominees will be
unable or unwilling for good cause to serve if elected. However, if any
nominee should become unable or unwilling for good cause to serve for any
reason, proxies may be voted for another person nominated as a substitute by
the Board of Directors, or the Board of Directors may reduce the number of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF GREGG GIUFFRIA,
VELDON SIMPSON AND RICHARD HANNIGAN.
ITEM 2. Change of fiscal year from October 31 to December 31:
The Company is proposing to change its year-end from 10/31 to 12/31. The
basis for the year-end change is to harmonize the release of the Company's
quarterly and annual financial statements and operating results with the
release of similar information by the majority of the companies in its
industry. This will facilitate the comparison of the Company's financial and
operating performance to other companies in its peer group.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR CHANGE OF FISCAL YEAR FROM
OCTOBER 31 TO DECEMBER 31.
ITEM 3. Change of name from Dakota Imaging, Inc. to Voyager Entertainment
International, Inc.:
On February 8, 2002, pursuant to a reverse triangular merger, Voyager
Ventures, Inc. became our wholly-owned subsidiary. As a result of this
merger, our business focus and plan were changed to become an Entertainment
and Themed Attraction company primarily focusing on the construction of
unique new attractions throughout the World.
The Company's first major project will be to design, finance, develop and
manage a unique new attraction to be located on the Las Vegas Strip. It is
the intention of the Company to build the world's largest Ferris wheel with
33 vehicles called Sky Cruiser's. The vertical revolving vehicles will
overlook the Las Vegas Strip as it revolves higher than a 50-story building
at 518 feet. One slow rotation in a vehicle will last 24 minutes and each
vehicle will travel at 0.652 MPH.
In connection with the merger our Board of Directors believes it is important
that our corporate name be reflective of our future business enterprise.
Accordingly, our Board of Directors has unanimously approved "Voyager
Entertainment International, Inc." as our corporate name. If the name change
is approved by the shareholders our Certificate of Incorporation will have to
be amended and filed with the North Dakota Secretary of State in order to
make the name change effective.
The proposed amendment reads as follows:
Article 1. The name of said Corporation shall be: Voyager Entertainment
International, Inc.
If the shareholders vote in favor of the name change, certificates for
shares of the Company's common stock issued under Dakota Imaging, Inc.'s name
will continue to represent the same interest in the Company under the new
name. IT WILL NOT BE NECESSARY FOR SHAREHOLDERS TO EXCHANGE THEIR COMPANY
STOCK CERTIFICATES, ALTHOUGH SHAREHOLDERS MAY EXCHANGE THEIR CERTIFICATES IF
THEY WISH, AT THEIR SOLE EXPENSE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NAME CHANGE TO VOYAGER
ENTERTAINMENT INTERNATIONAL, INC.
ITEM 4. Amend the Company's Certificate of Incorporation:
The Company is proposing to amend its Certificate of Incorporation to
provide for holders of a majority of the Company's voting stock to take
corporate action by written consent, without having to submit the action to a
vote of all of the shareholders.
Pursuant to current North Dakota law (section 10-19.1-75 (1)) "If the
articles so provide, any action may be taken by written action signed by the
shareholders who own voting power equal to the voting power that would be
required to take the same action at a meeting of the shareholders at which
all shareholders were present."
The proposed amendment reads as follows:
Article 6. Other provisions by which this corporation shall be governed:
SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which
may be taken at any annual or special meeting of shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, is signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. All such consents shall be filed with
the secretary of the corporation and shall be maintained in the corporate
records. Any shareholder giving a written consent, or the shareholder's
proxy holders, or a transferee of the shares of a personal representative of
the shareholder of their respective proxy holders, may revoke the consent by
a writing received by the secretary of the corporation prior to the time that
written consents of the number of shares required to authorize the proposed
action have been filed with the secretary.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE CERTIFICATE
OF INCORPORATION.
ITEM 5. Amend and restate the Company's Bylaws:
The Company has proposed to amend and restate its Bylaws to change the number
of directors, change the Company's year-end to 12/31 and update the Bylaws to
provide provisions necessary to operate more efficiently as a pubic company.
A copy of the amended and restated Bylaws are attached as Exhibit A.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT AND RESTATEMENT OF
THE BYLAWS.
ITEM 6. Ratify the appointment of MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
as the Company's new auditor:
The Company's Board of Directors has voted to engage MERDINGER, FRUCHTER,
ROSEN & CORSO, P.C. as its new independent auditor's for the fiscal year
ending December 31, 2002. CLYDE BAILEY P.C., of San Antonio, Texas, is the
current auditor of the Company. He has agreed to resign as auditor upon
approval of the shareholders of the ratification of MERDINGER, FRUCHTER,
ROSEN & CORSO, P.C.
The change in accountants does not result from any dissatisfaction with the
quality of professional services rendered by CLYDE BAILEY P.C. as the
Company's independent accountant. Please see the "INDEPENDENT AUDITORS"
section of this Proxy Statement for additional information on the change of
auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NAME CHANGE FROM DAKOTA
IMAGING, INC. TO VOYAGER ENTERTAINMENT INTERNATIONAL, INC.
ITEM 7. Authorization to adopt an Option Plan providing for Five Million
(5,000,000) shares of common stock:
The Company's Board of Directors has approved the 2002 Stock Option Plan. The
plan authorizes the Company to issue 5,000,000 shares of common stock for
issuance upon exercise of options. The plan is intended to encourage
directors, officers, employees and consultants of the Company to acquire
ownership of Common Stock. The opportunity so provided is intended to foster
in participants a strong incentive to put forth maximum effort for the
continued success and growth of the Company, to aid in retaining individuals
who put forth such efforts, and to assist in attracting the best available
individuals to the Company in the future.
Officers (including officers who are members of the Board of Directors),
directors (other than members of the Stock Option Committee (the "Committee")
to be established to administer the Stock Option Plan) and other employees
and consultants of the Company and its subsidiaries (if established) will be
eligible to receive options under the planned Stock Option Plan. The
Committee will administer the Stock Option Plan and will determine those
persons to whom options will be granted, the number of options to be granted,
the provisions applicable to each grant and the time periods during which the
options may be exercised. No options may be granted more than ten years
after the date of the adoption of the Stock Option Plan.
Unless the Committee, in its discretion, determines otherwise, non-qualified
stock options will be granted with an option price equal to the fair market
value of the shares of Common Stock to which the non-qualified stock option
relates on the date of grant. In no event may the option price with respect
to an incentive stock option granted under the Stock Option Plan be less than
the fair market value of such Common Stock to which the incentive stock
option relates on the date the incentive stock option is granted.
Each option granted under the Stock Option Plan will be exercisable for a
term of not more than ten years after the date of grant. Certain other
restrictions will apply in connection with this Plan when some awards may be
exercised. In the event of a change of control (as defined in the Stock
Option Plan), the date on which all options outstanding under the Stock
Option Plan may first be exercised will be accelerated. Generally, all
options terminate 90 days after a change of control.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE 2002 STOCK
OPTION PLAN.
ITEM 8. Transaction of other business:
The Company may transact such other business as may properly come before the
Annual meeting or any adjournment or postponement thereof, however, the Board
of Director's knows of no matters, other than those outlined above, that will
be presented for action at the Annual Meeting.
RECORD DATE AND VOTING AT THE ANNUAL MEETING
The Board of Directors has fixed the close of business on March 1, 2002,
as the record date for the determination of the shareholders entitled to
notice of, and to vote at, the Annual meeting and any adjournments and
postponements of the Annual meeting. On that day, there were 34,015,000
shares of Dakota common stock outstanding, which shares were held by
approximately 67 shareholders of record. Holders of Dakota common stock are
entitled to one vote per share.
A majority of the issued and outstanding shares of Dakota common stock
on the record date, represented in person or by proxy, will constitute a
quorum for the transaction of business at the Annual meeting. If a quorum is
not present, the Annual meeting may be adjourned from time to time, until a
quorum is present. Abstentions and broker non-votes are counted as present
for purposes of determining the presence of a quorum at the Annual meeting
for the transaction of business.
VOTES REQUIRED
Approval of any Proposal requires the affirmative vote of holders of a
majority of the outstanding shares of Dakota common stock entitled to vote at
the Annual meeting. A failure to vote or a broker non-vote will have the same
legal effect as a vote cast against approval of any Proposal.
Brokers, and in many cases nominees, will not have discretionary power
to vote on the Proposals to be presented at the Annual meeting. Accordingly,
beneficial owners of shares must instruct their brokers or nominees how to
vote their shares at the Annual meeting.
SOLICITATION AND PROXY SOLICITOR
Dakota will bear all expenses of the solicitation of proxies in
connection with this proxy statement, including the cost of preparing and
mailing this proxy statement. Dakota will reimburse brokers, fiduciaries,
custodians and their nominees for reasonable out-of-pocket expenses incurred
in sending this proxy statement and other proxy materials to, and obtaining
instructions relating to such materials from, beneficial owners of Dakota
common stock. Dakota shareholder proxies may be solicited by directors,
officers and employees of Dakota in person or by telephone, facsimile or by
other means of communication. However, they will not be paid for soliciting
proxies.
REVOCATION AND USE OF PROXIES
The enclosed proxy card is solicited on behalf of the Dakota Board of
Directors. A shareholder giving a proxy has the power to revoke it at any
time before it is exercised by (i) delivering a written notice revoking the
proxy to Dakota before the vote at the Annual meeting; (ii) executing a proxy
with a later date and delivering it to Dakota before the vote at the Annual
meeting; or (iii) attending the Annual meeting and voting in person. Any
written notice of revocation should be delivered to the attention of the
Corporate Secretary at Dakota, 4483 West Reno Avenue, Las Vegas, NV 89118.
Attendance at the Annual meeting without casting a ballot will not, by
itself, constitute revocation of a proxy.
Subject to proper revocation, all shares of Dakota common stock represented
at the Annual meeting by properly executed proxies received by Dakota will be
voted in accordance with the instructions contained in such proxies.
Executed, but unmarked, proxies will be voted "FOR" approval of the
Proposals.
ADJOURNMENTS OR POSTPONEMENTS
Although it is not expected, the Annual meeting may be adjourned or postponed
for the purpose of soliciting additional proxies. Any adjournment or
postponement of the Annual meeting may be made without notice, other than by
an announcement made at the Annual meeting, by approval of the holders of a
majority of the votes present in person or represented by proxy at the Annual
meeting, whether or not a quorum exists. Any signed proxies received by
Dakota will be voted in favor of an adjournment or postponement of the Annual
meeting in these circumstances, unless either a written note on the proxy
delivered by the shareholder directs otherwise or the shareholder has voted
against the Proposals. Thus, proxies voting against the Proposals will not be
used to vote for adjournment of the Annual meeting for the purpose of
providing additional time to solicit votes to approve the Proposals. Any
adjournment or postponement of the Annual meeting for the purpose of
soliciting additional proxies will allow Dakota shareholders who have already
sent in their proxies to revoke them at any time prior to their use.
INTEREST OF CERTAIN PERSONS IN
OR OPPOSITION TO MATTERS ACTED UPON
The Company is not aware of any interest that would be substantially
affected through the change of the Company's name, change of the year end to
12/31, amending the Certificate of Incorporation, amending and restating the
Bylaws, authorization of Option Plan, or change in auditors, whether
adversely or otherwise.
AUDIT COMMITTEE
The Board of Directors, elected not to incur the expense of an Audit
Committee. Therefore, at this time the Company does not have an Audit
Committee.
INDEPENDENT AUDITORS
The Company's Board of Directors has voted to engage MERDINGER, FRUCHTER,
ROSEN & CORSO, P.C., of Los Angeles, California, as its new independent
auditor's for the fiscal year ending December 31, 2002. CLYDE BAILEY P.C., of
San Antonio, Texas, is the current auditor of the Company. He has agreed to
resign as auditor upon approval of the shareholders of the ratification of
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
The change in accountants does not result from any dissatisfaction with the
quality of professional services rendered by CLYDE BAILEY P.C. as the
Company's independent accountant.
A representative of MERDINGER, FRUCHTER, ROSEN & CORSO, P.C. is not expected
to be present at the Annual meeting.
Disagreements with Accountants on Accounting and Financial Disclosure
The audit reports issued by CLYDE BAILEY P.C. with respect to the
Company's year ended October 31, 2001 financial statements did not contain an
adverse opinion or disclaimer of opinion, and were not qualified as to
uncertainty, audit scope or accounting principles. There have been no
disagreements between the Company and CLYDE BAILEY P.C. on any matter of
accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of CLYDE BAILEY P.C., would have caused them to make a reference
to the subject matter of the disagreement in connection with their audit
report.
Audit Fees
For professional services rendered with respect to the audit of Dakota's
annual financial statements for the year ended October 31, 2001, Dakota paid
to CLYDE BAILEY P.C. fees in the amount of $3,750.
All Other Fees
Dakota paid $1,650 to CLYDE BAILEY P.C. for audit comment responses to the
Form SB-2 for the year ended October 31, 2001.
In view of the fact that Dakota did not pay to CLYDE BAILEY P.C. any fees in
its fiscal year ended October 31, 2001 other than fees for audit services and
audit related comment responses, the Board of Directors was not required to
consider whether the provision of services other than audit services by CLYDE
BAILEY P.C. is compatible with maintaining CLYDE BAILEY P.C. independence in
performing audit services.
CURRENT OFFICERS AND DIRECTORS
The directors are to be elected to the Board of Directors for one year to
serve until the 2003 Annual meeting of shareholders and until their
successors are elected and qualified.
The following table sets forth information regarding each nominee.
Current Positions and Offices
Name Age With Dakota
Gregg Giuffria 50 CEO, Chairman and Director
Richard L. Hannigan, Sr. 53 President, Secretary, Treasurer and Director
Veldon Simpson 61 Director
Gregg Giuffria, age 50, is Chairman of the Board/Chief Executive Officer and
Director of Dakota Imaging, Inc. Mr. Giuffria was a member of Outland
Development LLC from October, 2000 through the Voyager transaction, January
30, 2002. From April, 1997 to October, 2000, Mr. Giuffria served as President
and COO of Full House Resorts, Inc. The companies business is the
development and management of hotel, casino, resort and amusement park
projects. From November, 1995 to November, 1996, Mr. Giuffria was vice-
president of corporate development for Casino Data Systems, Inc. Casino Data
Systems, Inc.'s business was data and accounting software and slot machine
manufacturing. Mr. Giuffria also owned and controlled the patent rights and
sub-license rights of "The Telnaes Patent," a gaming and casino patent.
These rights were subsequently sold to Casino Data Systems, Inc. and
International Game Technology; sublicenses were granted to other companies as
well.
Richard L. Hannigan, Sr., age 53, is President/Secretary/Treasurer and
Director of Dakota Imaging, Inc. Mr. Hannigan has been President of a
design/construction company, Synthetic Systems, Inc. since 1991. This
company specializes in custom designs for interior and exterior casino
construction. Under Mr. Hannigan's control Synthetic Systems, Inc. has been
involved in several casino projects in Las Vegas, including the Luxor Hotel
Casino, interior themed areas and exterior main entry Sphinx. Prior to
Synthetic Systems, Inc., Mr. Hannigan owned and operated two consulting and
construction companies from 1983-1991. These companies, Architectural
Services, Inc. and Architectural Systems, Inc., respectively have been
responsible for construction projects located in Las Vegas, Palm Springs, Los
Angeles and Salt Lake City. Mr. Hannigan, consulted for exterior glazing and
exotic fenestrations on commercial as well as casino companies, in Las Vegas.
Veldon Simpson, age 61, is a Director of Dakota Imaging, Inc. Mr. Simpson
graduated from Arizona State University's five year architectural Program and
holds Masters Degree in Architecture. Mr. Simpson, for the past 35 years has
been the owner of Veldon Simpson-Architect, Inc., the Architect of Record for
many projects and each of the projects was personally designed by Mr.
Simpson, some of the projects are: MGM Grand Hotel & Casino, Excalibur Hotel
& Casino, Luxor Hotel & Casino, Circus-Circus Skyrise Hotel, Colorado Belle
Hotel & Casino, Edgewater Hotel & Casino, San Remo Hotel & Casino, Avi Hotel
& Casino, Casa Blanca Hotel & Casino, Riviera Hotel & Casino, Dobson Ranch
Inn, & Scottsday Inn, Casino Royale, Waco Casino in Sanya City, Hainan
Province, Mainland China, Remodeled the Dunes Casino, and the Sands Casino &
Expo Center, Palace Station Hotel & Casino, Big Bear California Sky Lodge and
The Inn at The Space Needle in Seattle, WA. As Architect of Record for the
World's Largest Casino's, the company of Veldon Simpson-Architect, Inc., was
rated #1 in the USA for the years 1991-1993.
There are no family relationships between any of the above persons
Executive officers are to be elected by the Board of Directors of Dakota at
its meeting of directors held immediately following the Annual meeting of
shareholders to serve for the ensuing year or until their successors have
been elected. There are no arrangements or understandings between any officer
and any other person pursuant to which the officer is to be elected.
BOARD OF DIRECTORS MEETINGS
The Board of Directors of Dakota met once during the fiscal year ended
October 31, 2001.
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The Company has no separate Compensation Committee; the entire Board of
Directors makes decisions regarding executive compensation.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Board of Directors has no existing policy with respect to the specific
relationship of corporate performance to executive compensation. The Board
has set executive compensation at what the Board considered to be the minimal
levels necessary to retain and compensate the officers of the company for
their activities on the Company's behalf.
EXECUTIVE COMPENSATION
The compensation which the Company accrued or paid to the Officers for
services in all capacities and for the fiscal years indicated, was as
follows:
Long Term
Annual Compensation Compensation
Other Annual Restricted
Name Year Salary Bonus Compensation Stock Options
Lawrence Nieters 2001 $154,073 -0- -0- -0- -0-
(1)- 2000 $162,500 -0- -0- -0- -0-
Former President, 1999 $162,500 -0- -0- -0- -0-
Treasurer and
Director
JoEll Nieters (2)- 2001 $19,333 -0- -0- -0- -0-
Former Vice 2000 $16,000 -0- -0- -0- -0-
President, 1999 $16,000 -0- -0- -0- -0-
Secretary and
Director
Frances Hedman 2001 -0- -0- -0- -0- -0-
(3)- 2000 -0- -0- -0- -0- -0-
Former Director 1999 -0- -0- -0- -0- -0-
Gregg Giuffria 2002 -0- -0- -0- -0- -0-
(4)-
CEO and Director
Richard Hannigan 2002 -0- -0- -0- -0- -0-
(4)-
President,
Secretary,
Treasurer and
Director
Veldon Simpson 2002 -0- -0- -0- -0- -0-
(4)-
Director
(1) Mr. Nieters served as the Company's President, Treasurer and a Director
from its inception in 1991 through February 8, 2002. From October 31, 2001 to
February 8, 2002 Mr. Nieters was paid cash compensation of $39,350.
(2) Mrs. Nieters served as the Company's Vice President, Secretary and a
Director from its inception in 1991 through February 8, 2002. From October
31, 2001 to February 8, 2002 Mrs. Nieters was paid cash compensation of
$4,825.
(3) Mr. Hedman served as a Director of the Company from its inception in
1991 through February 8, 2002.
(4) Messieurs Giuffria, Hannigan and Simpson were appointed as directors and
elected as officers of the Company on February 8, 2002. The Company has not
formally established a compensation plan for any of these individuals and
through the date of this Proxy Statement none of the individuals have
received any monetary compensation from the Company.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth the beneficial ownership of the Company's
common stock of each beneficial owner of more than 5% of the common stock,
director, officer, and all directors and officers of the Company as a group:
Percent Number
Number Of of Shares Percent
of Shares Class Preferred Of Class
Name of Owner (1) Common (2) (3) (2)
Officers and Directors of the
Registrant
Gregg Giuffria, CEO & Director
(4) 6,000,000 18% 500,000 33.33%
Richard Hannigan, President,
Secretary, Treasurer &
Director (4) 6,000,000 18% 500,000 33.33%
Veldon Simpson, Director (4) 6,000,000 18% 500,000 33.33%
Officers and Directors as a Group 18,000,000 54% 1,500,000 100%
Beneficial Owners
Rainbird Trust (5) 3,600,000 11% -0- -0-
Brian Gale 1,750,000 5% -0- -0-
Chad Kunz 2,250,000 7% -0- -0-
Dale Nelson 1,750,000 5% -0- -0-
Beneficial Owners as a Group 9,350,000 28% -0- -0-
Officers, Directors and Beneficial
Owners as a Group 27,350,000 82% 1,500,000 100%
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose of,
or to direct the disposition of, a security).
(2) Figures are rounded to the nearest percentage.
(3) The Series A Preferred Converts to Common Stock at 1 share of Preferred
for 10 shares of Common. Each share of Series A Preferred has 10 to 1 voting
rights.
(4) Messieurs Giuffria, Hannigan and Simpson acquired there shares on
February 8, 2002 as part of the tri-party reverse merger with Voyager
Ventures, Inc. Each of the individuals were shareholders of Voyager and were
each issued 1,100,000 shares of Series A preferred stock in exchange for
their Voyager shares. Immediately upon closing of the merger each of the
individuals converted 600,000 shares of the Series A preferred stock thereby
resulting in their current holdings.
(5) Rainbird Trust acquired its shares on February 8, 2002 as part of the
tri-party reverse merger with Voyager Ventures, Inc. The Trust was a
shareholder of Voyager and was issued 360,000 shares of Series A preferred
stock in exchange for its Voyager shares. Immediately upon closing of the
merger the Trust converted all of its Series A preferred stock thereby
resulting in its current holdings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding ten percent (10%) or more of
the Company's Common Stock must report on their ownership of the Company's
Common Stock and any changes in that ownership to the Securities and Exchange
Commission. Specific due dates for these reports have been established.
During the year ended October 31, 2001, all of the Company's officers and
directors were late in filing their initial holdings on Form 3. Other than
the late filing of the Form 3's, the Company believes that all reports
required to be filed by Section 16(a) were filed on a timely basis.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Company's wholly-owned subsidiary, Voyager Ventures, Inc., has numerous
related party transactions with Synthetic Systems, Inc. ("Synthetic").
Synthetic is a company owned 100% by Richard Hannigan, Sr., President of the
Company. Synthetic advances funds when needed for operating purposes. These
advances bear interest at 5% per annum and are payable upon demand. Interest
expense totaled $150, $2,000 and $1,500, respectively, as of January 31,
2002, and December 31, 2001 and 2000. As of January 31, 2002, Voyager had a
balance due to Synthetic in the amount of $46,356.
Additionally, Voyager has received funds from Greg Giuffria and Veldon
Simpson, both officers and directors of the Company, from time to time in the
past. As of January 31, 2002, Voyager had a balance due to Mr. Giuffria of
$1,884 and a balance due to Mr. Simpson of $834.
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
Qualified shareholders who want to have proposals presented at the 2003
annual meeting must deliver them to the Company by December 1, 2002, in order
to be considered for inclusion in next year's proxy statement and proxy.
OTHER MATTERS
As of the date of this proxy statement, the Board of Directors does not
intend to bring any other business before the Annual meeting of Dakota
shareholders and, so far as is known to the Board of Directors, no matters
are to be brought before the Annual meeting except as specified in the notice
of Annual meeting. However, as to any other business that may properly come
before the Annual meeting, the proxy holders intend to vote the proxies in
respect thereof in accordance with the recommendation of the Board of
Directors.
EXPENSES OF PROXY SOLICITATION
The principal solicitation of proxies will be made by mail. However, certain
officers of the Company, none of whom will be compensated therefore, may
solicit proxies by letter, telephone or personal solicitation. Expense of
distributing this Proxy Statement to shareholders, which may include
reimbursements to banks, brokers, and other custodians for their expenses in
forwarding this Proxy Statement, will be borne exclusively by Dakota.
WHERE YOU CAN FIND MORE INFORMATION
Dakota files Annual, quarterly and Annual reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and
copy any reports, statements or other information that Dakota files with the
Securities and Exchange Commission at the Securities and Exchange
Commission's website at "http://www.sec.gov."
You can obtain any of the documents incorporated by reference through Dakota,
or the Securities and Exchange Commission's Internet web site as described
above. Documents incorporated by reference are available from Dakota without
charge, excluding all exhibits, except that if Dakota has specifically
incorporated by reference an exhibit in this proxy statement, the exhibit
will also be provided without charge. Shareholders may obtain documents
incorporated by reference in this proxy statement by requesting them in
writing or by telephone from the Dakota at the following address:
DAKOTA IMAGING, INC.
4483 West Reno Avenue
Las Vegas, NV 89118
(702) 221-8070
You should rely only on the information contained or incorporated by
reference in this proxy statement. We have not authorized anyone to provide
you with information that is different from what is contained in this proxy
statement. This proxy statement is dated March 18, 2002. You should not
assume that the information contained in this proxy statement is accurate as
of any date other than that date. Neither the mailing of this proxy statement
to shareholders nor the issuance of Dakota common stock in the merger creates
any implication to the contrary.
FRONT SIDE OF PROXY
PROXY
DAKOTA IMAGING, INC.
4483 West Reno Avenue
Las Vegas, NV 89118
(702) 221-8070
ANNUAL MEETING OF SHAREHOLDERS
April 4, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF DAKOTA IMAGING, INC.
The undersigned shareholder of DAKOTA IMAGING, INC., a North Dakota
corporation (the "Company"), hereby appoints Richard Hannigan, as proxy, with
the power to appoint his or her substitute, and hereby authorizes either of
them to represent, and to vote as designated on the reverse side, all the
shares of common stock of Dakota Imaging, Inc. held of record by the
undersigned on March 1, 2002, at the Annual Meeting of Shareholders of Dakota
Imaging, Inc., to be held at The Conference Room, Suite 115 - 1850 E.
Flamingo Road, Las Vegas, Nevada 89119, on April 4 2002, at 10:00 a.m. local
time and at all adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE BOARD OF DIRECTORS AS NOMINATED, THE CHANGE OF YEAR END
TO 12/31, THE CHANGE OF NAME, THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION, THE AMENDMENT AND RESTATEMENT OF THE BYLAWS, THE APPOINTMENT
OF THE ACCOUNTING FIRM OF MERDINGER, FRUCHTER, ROSEN & CORSO, P.C., AND THE
ADOPTION OF THE STOCK OPTION PLAN.
[X] PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE
THE BOARD OF DIRECTORS OF DAKOTA IMAGING, INC. RECOMMENDS A VOTE FOR THE
PROPOSALS SET FORTH BELOW.
1. Proposal to approve the following Directors to serve through the next
year, Gregg Giuffria, Veldon Simpson, and Richard Hannigan;
Gregg Giuffria [ ] FOR [ ] AGAINST [ ] ABSTAIN
Veldon Simpson [ ] FOR [ ] AGAINST [ ] ABSTAIN
Richard Hannigan [ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To change the Company's fiscal year end to December 31:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To change the name of Dakota Imaging, Inc. to Voyager Entertainment
International, Inc.;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To amend the Company's Certificate of Incorporation;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To amend and restate the Company's Bylaws;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. Ratify the appointment of MERDINGER, FRUCHTER, ROSEN & CORSO, P.C. as
the Company's auditor;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7. To adopt a stock option plan providing for options on up to 5 million
shares of common stock;
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY WITH RESPECT TO ANY OTHER
BUSINESS, WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF AND MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL
MEETING. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT.
Date: ___________________, 2002
_______________________________ ____________________________________
(Signature) (Joint Owner's Signature)
Please sign exactly as your name appears on proxy. When signing as attorney,
guardian, executor, administrator or trustee, please give title. If the
signer is a corporation, give the full corporate name and sign by a duly
authorized officer, showing the officer's title. EACH joint owner is
requested to sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
EXHIBIT A
AMENDED AND RESTATED
BYLAWS
OF
DAKOTA IMAGING, INC.
(to be known as VOYAGER ENTERTAINMENT INTERNATIONAL, INC.)
a North Dakota corporation
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICES. The principal office shall be in
the City of Las Vegas, County of Clark, State of Nevada.
Section 2. OTHER OFFICES. The board of directors may at any
time establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of stockholders shall
be held at any place within or without the State of North Dakota designated
by the board of directors. In the absence of any such designation,
stockholders' meetings shall be held at the principal executive office of the
corporation.
Section 2. ANNUAL MEETINGS. The annual meetings of
stockholders shall be held at a date and time designated by the board of
directors. (At such meetings, directors shall be elected and any other
proper business may be transacted by a plurality vote of stockholders.)
Section 3. SPECIAL MEETINGS. A special meeting of the
stockholders, for any purpose or purposes whatsoever, unless prescribed by
statute or by the articles of incorporation, may be called at any time by the
president and shall be called by the president or secretary at the request in
writing of a majority of the board of directors, or at the request in writing
of stockholders holding shares in the aggregate entitled to cast not less
than a majority of the votes at any such meeting.
The request shall be in writing, specifying the time of such
meeting, the place where it is to be held and 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, the president, any vice president or the secretary of
the corporation. The officer receiving such request forthwith shall cause
notice to be given to the stockholders entitled to vote, in accordance with
the provisions of Sections 4 and 5 of this Article II, that a meeting will be
held at the time requested by the person or persons calling the meeting, not
less than thirty-five (35) nor more than sixty (60) days after the receipt of
the request. If the notice is not given within twenty (20) days after
receipt of the request, the person or persons requesting the meeting may give
the notice. Nothing contained in this paragraph of this Section 3 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 4. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of
meetings of stockholders shall be sent or otherwise given in accordance with
Section 5 of this Article II not less than ten (10) nor more than sixty (60)
days before the date of the meeting being noticed. The notice shall specify
the place, date and hour of the meeting and (i) in the case of a special
meeting the general nature of the business to be transacted, or (ii) in the
case of the annual meeting those matters which the board of directors, at the
time of giving the notice, intends to present for action by the stockholders.
The notice of any meeting at which directors are to be elected shall include
the name of any nominee or nominees which, at the time of the notice,
management intends to present for election.
If action is proposed to be taken at any meeting for approval of
(i) contracts or transactions in which a director has a direct or indirect
financial interest, (ii) an amendment to the articles of incorporation, (iii)
a reorganization of the corporation, (iv) dissolution of the corporation, or
(v) a distribution to preferred stockholders, the notice shall also state the
general nature of such proposal.
Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of stockholders shall be given either personally or by
first-class mail or telegraphic or other written communication, charges
prepaid, addressed to the stockholder at the address of such stockholder
appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice. If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent by mail or telegram to the corporation's principal executive office, or
if published at least once in a newspaper of general circulation in the
county where this office is located. Personal delivery of any such notice to
any officer of a corporation or association or to any member of a partnership
shall constitute delivery of such notice to such corporation, association or
partnership. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by telegram or other
means of written communication. In the event of the transfer of stock after
delivery or mailing of the notice of and prior to the holding of the meeting,
it shall not be necessary to deliver or mail notice of the meeting to the
transferee.
If any notice addressed to a stockholder at the address of such
stockholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the
stockholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available
to the stockholder upon written demand of the stockholder at the principal
executive office of the corporation for a period of one year from the date of
the giving of such notice.
An affidavit of the mailing or other means of giving any notice of
any stockholders' meeting shall be executed by the secretary, assistant
secretary or any transfer agent of the corporation giving such notice, and
shall be filed and maintained in the minute book of the corporation.
Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
Section 6. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting of
stockholders shall constitute a quorum for the transaction of business,
except as otherwise provided by statute or the articles of incorporation.
The stockholders present at a duly called or held meeting at which a quorum
is present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the
shares required to constitute a quorum.
Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any
stockholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of the majority of the shares
represented at such meeting, either in person or by proxy, but in the absence
of a quorum, no other business may be transacted at such meeting.
When any meeting of stockholders, either annual or special, 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 a meeting at which the
adjournment is taken. At any adjourned meeting the corporation may transact
any business which might have been transacted at the original meeting.
Section 8. VOTING. Unless a record date set for voting
purposes be fixed as provided in Section 1 of Article VII of these bylaws,
only persons in whose names shares entitled to vote stand on the stock
records of the corporation at the close of business on the business day next
preceding the day on which notice is given (or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held) shall be entitled to vote at such meeting. Any stockholder
entitled to vote on any matter other than elections of directors or officers,
may vote part of the shares in favor of the proposal and refrain from voting
the remaining shares or vote them against the proposal, but, if the
stockholder fails to specify the number of shares such stockholder is voting
affirmatively, it will be conclusively presumed that the stockholder's
approving vote is with respect to all shares such stockholder is entitled to
vote. Such vote may be by voice vote or by ballot; provided, however, that
all elections for directors must be by ballot upon demand by a stockholder at
any election and before the voting begins.
When a quorum is present or represented at any meeting, the vote of
the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the articles of incorporation a different vote is required in
which case such express provision shall govern and control the decision of
such question. Every stockholder of record of the corporation shall be
entitled at each meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation.
Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS.
The transactions at any meeting of stockholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though
had at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, not present in person or by proxy,
signs a written waiver of notice or a consent to a holding of the meeting, or
an approval of the minutes thereof. The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any regular or
special meeting of stockholders, except that if action is taken or proposed
to be taken for approval of any of those matters specified in the second
paragraph of Section 4 of this Article II, the waiver of notice or consent
shall state the general nature of such proposal. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Attendance of a person at a meeting shall also constitute a waiver
of notice of such meeting, except when the person objects, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice if such objection is expressly made at the meeting.
Section 10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING. As provided for in the Amended Articles of Incorporation, any
action which may be taken at any annual or special meeting of stockholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. All such consents
shall be filed with the secretary of the corporation and shall be maintained
in the corporate records. Any stockholder giving a written consent, or the
stockholder's proxy holders, or a transferee of the shares of a personal
representative of the stockholder of their respective proxy holders, may
revoke the consent by a writing received by the secretary of the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the secretary.
Section 11. PROXIES. Every person entitled to vote for
directors or on any other matter shall have the right to do so either in
person or by one or more agents authorized by a written proxy signed by the
person and filed with the secretary of the corporation. A proxy shall be
deemed signed if the stockholder's name is placed on the proxy (whether by
manual signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney in fact. A validly executed proxy
which does not state that it is irrevocable shall continue in full force and
effect unless revoked by the person executing it, prior to the vote pursuant
thereto, by a writing delivered to the corporation stating that the proxy is
revoked or by a subsequent proxy executed by, or attendance at the meeting
and voting in person by the person executing the proxy; provided, however,
that no such proxy shall be valid after the expiration of six (6) months from
the date of such proxy, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue
in force, which in no case shall exceed seven (7) years from the date of its
execution. Subject to the above and the provisions of the North Dakota
General Corporation Law, any proxy duly executed is not revoked and continues
in full force and effect until an instrument revoking it or a duly executed
proxy bearing a later date is filed with the secretary of the corporation.
Section 12. INSPECTORS OF ELECTION. Before any meeting of
stockholders, the board of directors may appoint any persons other than
nominees for office to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are appointed, the chairman of the
meeting may, and on the request of any stockholder or his proxy shall,
appoint inspectors of election at the meeting. The number of inspectors
shall be either one (1) or three (3). If inspectors are appointed at a
meeting on the request of one or more stockholders or proxies, the holders of
a majority of shares or their proxies present at the meeting shall determine
whether one (1) or three (3) inspectors are to be appointed. If any person
appointed as inspector fails to appear or fails or refuses to act, the
vacancy may be filled by appointment by the board of directors before the
meeting, or by the chairman at the meeting.
The duties of these inspectors shall be as follows:
(a) Determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, and
the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising in
connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine the election result; and
(f) Do any other acts that may be proper to conduct the election or vote
with fairness to all stockholders.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the North
Dakota General Corporation Law and any limitations in the articles of
incorporation and these bylaws relating to action required to be approved by
the stockholders or by the outstanding shares, the business and affairs of
the corporation shall be managed and all corporate powers shall be exercised
by or under the direction of the board of directors.
Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have
the power and authority to:
(a) Select and remove all officers, agents, and employees of
the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the articles of incorporation or these bylaws,
fix their compensation, and require from them security for faithful service.
(b) Change the principal executive office or the principal
business office from one location to another; cause the corporation to be
qualified to do business in any other state, territory, dependency, or
foreign country and conduct business within or without the State; designate
any place within or without the State for the holding of any stockholders'
meeting, or meetings, including annual meetings; adopt, make and use a
corporate seal, and prescribe the forms of certificates of stock, and alter
the form of such seal and of such certificates from time to time as in their
judgment they may deem best, provided that such forms shall at all times
comply with the provisions of law.
(c) Authorize the issuance of shares of stock of the
corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually rendered, debts
or securities cancelled, tangible or intangible property actually received.
(d) Borrow money and incur indebtedness for the purpose of
the corporation, and cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations, or other evidences of debt and securities
therefor.
Section 2. NUMBER OF DIRECTORS. The authorized number of
directors shall be no fewer than one (1) nor more than seven (7). The exact
number of authorized directors shall be set by resolution of the board of
directors, within the limits specified above. The maximum or minimum number
of directors cannot be changed, nor can a fixed number be substituted for the
maximum and minimum numbers, except by a duly adopted amendment to this bylaw
duly approved by a majority of the outstanding shares entitled to vote.
Section 3. QUALIFICATION, ELECTION AND TERM OF OFFICE OF
DIRECTORS. Directors shall be elected at each annual meeting of the
stockholders to hold office until the next annual meeting, but if any such
annual meeting is not held or the directors are not elected at any annual
meeting, the directors may be elected at any special meeting of stockholders
held for that purpose, or at the next annual meeting of stockholders held
thereafter. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and
until a successor has been elected and qualified or until his earlier
resignation or removal or his office has been declared vacant in the manner
provided in these bylaws. Directors need not be stockholders.
Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any director
may resign effective upon giving written notice to the chairman of the board,
the president, the secretary or the board of directors of the corporation,
unless the notice specifies a later time for the effectiveness of such
resignation, in which case such resignation shall be effective at the time
specified. Unless such resignation specifies otherwise, its acceptance by
the corporation shall not be necessary to make it effective. The board of
directors may declare vacant the office of a director who has been declared
of unsound mind by an order of a court or convicted of a felony. Any or all
of the directors may be removed without cause of such removal is approved by
the affirmative vote of a majority of the outstanding shares entitled to
vote. No reduction of the authorized number of directors shall have the
effect of removing any director before his term of office expires.
Section 5. VACANCIES. Vacancies in the board of directors, may
be filled by a majority of the remaining directors, though less than a
quorum, or by a sole remaining director. Each director so elected shall hold
office until the next annual meeting of the stockholders and until a
successor has been elected and qualified.
A vacancy in the board of directors exists as to any authorized
position of directors which is not then filled by a duly elected director,
whether caused by death, resignation, removal, increase in the authorized
number of directors or otherwise.
The stockholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors, but any such
election by written consent shall require the consent of a majority of the
outstanding shares entitled to vote. If the resignation of a director is
effective at a future time, the board of directors may elect a successor to
take office when the resignation becomes effective.
If after the filling of any vacancy by the directors, the directors
then in office who have been elected by the stockholders shall constitute
less than a majority of the directors then in office, any holder or holders
of an aggregate of five percent or more of the total number of shares at the
time outstanding having the right to vote for such directors may call a
special meeting of the stockholders to elect the entire board. The term of
office of any director not elected by the stockholders shall terminate upon
the election of a successor.
Section 6. PLACE OF MEETINGS. Regular meetings of the board of
directors shall be held at any place within or without the State of North
Dakota that has been designated from time to time by resolution of the board.
In the absence of such designation, regular meetings shall be held at the
principal executive office of the corporation. Special meetings of the board
shall be held at any place within or without the State of North Dakota that
has been designated in the notice of the meeting or, if not stated in the
notice or there is not notice, at the principal executive office of the
corporation. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in such meeting can hear one another, and all such directors
shall be deemed to be present in person at such meeting.
Section 7. ANNUAL MEETINGS. Immediately following each annual
meeting of stockholders, the board of directors shall hold a regular meeting
for the purpose of transaction of other business. Notice of this meeting
shall not be required.
Section 8. OTHER REGULAR MEETINGS. Other regular meetings of
the board of directors shall be held without call at such time as shall from
time to time be fixed by the board of directors. Such regular meetings may
be held without notice, provided the notice of any change in the time of any
such meetings shall be given to all of the directors. Notice of a change in
the determination of the time shall be given to each director in the same
manner as notice for special meetings of the board of directors.
Section 9. SPECIAL MEETINGS. Special meetings of the board of
directors for any purpose or purposes may be called at any time by the
chairman of the board or the president or any vice president or the secretary
or any two directors.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at his or her address
as it is shown upon the records of the corporation. In case such notice is
mailed, it shall be deposited in the United States mail at least four (4)
days prior to the time of the holding of the meeting. In case such notice is
delivered personally, or by telephone or telegram, it shall be delivered
personally or by telephone or to the telegraph company at least forty-eight
(48) hours prior to the time of the holding of the meeting. Any oral notice
given personally or by telephone may be communicated to either the director
or to a person at the office of the director who the person giving the notice
has reason to believe will promptly communicate it to the director. The
notice need not specify the purpose of the meeting nor the place if the
meeting is to be held at the principal executive office of the corporation.
Section 10. QUORUM. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business, except
to adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the board of directors, subject to
the provisions of the North Dakota General Corporation Law. A meeting at
which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved
by at least a majority of the required quorum for such meeting.
Section 11. WAIVER OF NOTICE. The transactions of any meeting
of the board of directors, however called and 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 signs a written waiver of notice, a consent
to holding the meeting or an approval of the minutes thereof. The waiver of
notice of consent need not specify the purpose of the meeting. All such
waivers, consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Notice of a meeting shall also be
deemed given to any director who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to such director.
Section 12. ADJOURNMENT. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to another time
and place.
Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place
of holding an adjourned meeting need not be given, unless the meeting is
adjourned for more than twenty-four (24) hours, in which case notice of such
time and place shall be given prior to the time of the adjourned meeting, in
the manner specified in Section 8 of this Article III, to the directors who
were not present at the time of the adjournment.
Section 14. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the board of directors may be taken without a
meeting, if all members of the board shall individually or collectively
consent in writing to such action. Such action by written consent shall have
the same force and effect as a unanimous vote of the board of directors.
Such written consent or consents shall be filed with the minutes of the
proceedings of the board.
Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors and
members of committees may receive such compensation, if any, for their
services, and such reimbursement of expenses, as may be fixed or determined
by resolution 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 for such services. Members of special or standing committees
may be allowed like compensation for attending committee meetings.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF DIRECTORS. The board of directors
may, by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of one or more
directors, to serve at the pleasure of the board. The board may designate
one or more directors as alternate members of any committees, who may replace
any absent member at any meeting of the committee. Any such committee, to
the extent provided in the resolution of the board, shall have all the
authority of the board, except with regard to:
(a) the approval of any action which, under the North Dakota General
Corporation Law, also requires stockholders' approval or approval of the
outstanding shares;
(b) the filing of vacancies on the board of directors or in any committees;
(c) the fixing of compensation of the directors for serving on the board or
on any committee;
(d) the amendment or repeal of bylaws or the adoption of new bylaws;
(e) the amendment or repeal of any resolution of the board of directors
which by its express terms is not so amendable or repealable;
(f) a distribution to the stockholders of the corporation, except at a rate
or in a periodic amount or within a price range determined by the board
of directors; or
(g) the appointment of any other committees of the board of directors or the
members thereof.
Section 2. MEETINGS AND ACTION BY COMMITTEES. Meetings and
action of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III, Sections 6 (place of meetings), 8
(regular meetings), 9 (special meetings and notice), 10 (quorum), 11 (waiver
of notice), 12 (adjournment), 13 (notice of adjournment) and 14 (action
without meeting), with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the board of
directors and its members, except that the time or regular meetings of
committees may be determined by resolutions of the board of directors and
notice of special meetings of committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the committee.
The board of directors may adopt rules for the government of any committee
not inconsistent with the provisions of these bylaws. The committees shall
keep regular minutes of their proceedings and report the same to the board
when required.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be
a chief executive officer, president, a secretary and a treasurer. The
corporation may also have, at the discretion of the board of directors, a
chairman of the board, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 3 of this
Article V. Any two or more offices may be held by the same person.
Section 2. ELECTION OF OFFICERS. The officers of the
corporation, except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article V, shall be chosen by
the board of directors, and each shall serve at the pleasure of the board,
subject to the rights, if any, of an officer under any contract of
employment. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a chief executive officer, president, a
secretary and a treasurer, none of whom need be a member of the board. The
salaries of all officers and agents of the corporation shall be fixed by the
board of directors.
Section 3. SUBORDINATE OFFICERS, ETC. The board of directors
may appoint, and may empower the chief executive officer or the president to
appoint, such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the bylaws or as the board of
directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. The officers
of the corporation shall hold office until their successors are chosen and
qualify. Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors, at any regular or special meeting thereof, or, except in
case of an officer chosen by the board of directors, by any officer upon whom
such power or removal may be conferred by the board of directors.
Any officer may resign at any time by giving written notice to the
corporation. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Any such resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the
officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office
because of death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in these bylaws for regular
appointments to such office.
Section 6. CHIEF EXECUTIVE OFFICER. The chief executive
officer shall be the principal executive officer of the corporation and,
subject to the control of the board of directors, shall, in general, have the
following powers and duties:
a. He shall, subject to the direction of the board of directors, have
general charge of the business, affairs and property of the corporation
and general supervision over the officers, employees and agents.
b. If no chairman of the board has been chosen, or if such officer is
absent or disabled, he shall preside at meetings of the stockholders and
board of directors.
c. He shall be a member of any Executive Committee.
d. He shall, except where by law the signature of the president is required
or unless the board of directors shall rule otherwise, be empowered to
sign or countersign with the secretary, an assistant secretary, or any
other proper officer of the corporation thereunto authorized by the
board of directors all certificates representing stock of the
corporation, any deeds, mortgages, bonds, contracts, or other
instruments of the corporation as authorized by the board of directors.
e. He shall at all times maintain the power to expressly monitor, delegate
and control the duties and actions of the president of the corporation.
f. He shall make reports to the board of directors and shareholders.
g. He shall perform such other duties as are incident to the office of
chief executive officer and such other duties as may be prescribed or
are properly required of him by the board of directors from time to
time.
Section 7. PRESIDENT. The president shall be the chief
operating officer of the corporation and, subject to the control of board of
directors and supervision of the chief executive officer, shall, in general,
supervise and control all of the business and affairs of the corporation. He
shall in the absence of the chief executive officer, when present, preside at
all meetings of the shareholders. He shall sign, with the secretary, an
assistant secretary, or any other proper officer of the corporation thereunto
authorized by the board of directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the board of directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
board of directors or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed;
and, in general, shall perform all duties incident to the office of president
chief operating officer and such other duties as may be prescribed by the
board of directors from time to time.
Section 8. VICE PRESIDENTS. In the absence or disability of
the president, the vice presidents, if any, in order of their rank as fixed
by the board of directors or, if not ranked, a vice president designated by
the board of directors, shall perform all the duties of the president, and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the president. The vice presidents shall have such other
powers and perform such other duties as from time to time may be prescribed
for them respectively by the board of directors or the bylaws, the president
or the chairman of the board.
Section 9. SECRETARY. The secretary shall attend all meetings
of the board of directors and all meetings of the stockholders and shall
record, keep or cause to be kept, at the principal executive office or such
other place as the board of directors may order, a book of minutes of all
meetings of directors, committees of directors and stockholders, with the
time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at
directors' and committee meetings, the number of shares present or
represented at stockholders' meetings, and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all
stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all
meetings of stockholders and of the board of directors required by the bylaws
or by law to be given, and he shall keep the seal of the corporation in safe
custody, as may be prescribed by the board of directors or by the bylaws.
Section 10. TREASURER. The treasurer shall keep and maintain,
or cause to be kept and maintained, adequate and correct books and records of
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings and shares. The books of account
shall at all reasonable times be open to inspection by any director.
The treasurer shall deposit all moneys and other valuables in the
name and to the credit of the corporation with such depositaries as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as treasurer and of the financial condition of the corporation,
and shall have other powers and perform such other duties as may be
prescribed by the board of directors or the bylaws.
If required by the board of directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
Section 1. ACTIONS OTHER THAN BY THE CORPORATION. The
corporation may indemnify 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, except
an action by or in the right of the corporation, by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with the action, suit or proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was
unlawful.
Section 2. ACTIONS BY THE CORPORATION. The corporation may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including amounts
paid in settlement and attorneys' fees, actually and reasonably incurred by
him in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation. Indemnification may
not be made for any claim, issue or matter as to which such a person has been
adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 3. SUCCESSFUL DEFENSE. To the extent that a director,
officer, employee or agent of the corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 and 2, or in defense of any claim, issue or matter therein, he
must be indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.
Section 4. REQUIRED APPROVAL. Any indemnification under
Sections 1 and 2, unless ordered by a court or advanced pursuant to Section
5, must be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
Section 5. ADVANCE OF EXPENSES. The articles of incorporation,
the bylaws or an agreement made by the corporation may provide that the
expenses of officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the corporation as they are
incurred and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
Section 6. OTHER RIGHTS. The indemnification and advancement
of expenses authorized in or ordered by a court pursuant to this Article VI:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except
that indemnification, unless ordered by a court pursuant to Section 2 or for
the advancement of expenses made pursuant to Section 5, may not be made to or
on behalf of any director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
Section 7. INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the provisions of
this Article VI.
Section 8. RELIANCE ON PROVISIONS. Each person who shall act
as an authorized representative of the corporation shall be deemed to be
doing so in reliance upon the rights of indemnification provided by this
Article.
Section 9. SEVERABILITY. If any of the provisions of this
Article are held to be invalid or unenforceable, this Article shall be
construed as if it did not contain such invalid or unenforceable provision
and the remaining provisions of this Article shall remain in full force and
effect.
Section 10. RETROACTIVE EFFECT. To the extent permitted by
applicable law, the rights and powers granted pursuant to this Article VI
shall apply to acts and actions occurring or in progress prior to its
adoption by the board of directors.
ARTICLE VII
RECORDS AND BOOKS
Section 1. MAINTENANCE OF SHARE REGISTER. The corporation
shall keep at its principal executive office, or at the office of its
transfer agent or registrar, if either be appointed and as determined by
resolution of the board of directors, a record of its stockholders, giving
the names and addresses of all stockholders and the number and class of
shares held by each stockholder.
Section 2. MAINTENANCE OF BYLAWS. The corporation shall keep
at its principal executive office, or if its principal executive office is
not in this State at its principal business office in this State, the
original or a copy of the bylaws as amended to date, which shall be open to
inspection by the stockholders at all reasonable times during office hours.
If the principal executive office of the corporation is outside this state
and the corporation has no principal business office in this state, the
secretary shall, upon the written request of any stockholder, furnish to such
stockholder a copy of the bylaws as amended to date.
Section 3. MAINTENANCE OF OTHER CORPORATE RECORDS. The
accounting books and records and minutes of proceedings of the stockholders
and the board of directors and any committee or committees of the board of
directors shall be kept at such place or places designated by the board of
directors, or, in the absence of such designation, at the principal executive
office of the corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form.
Every director shall have the absolute right at any reasonable time
to inspect and copy all books, records and documents of every kind and to
inspect the physical properties of this corporation and any subsidiary of
this corporation. Such inspection by a director may be made in person or by
agent or attorney and the right of inspection includes the right to copy and
make extracts. The foregoing rights of inspection shall extend to the
records of each subsidiary of the corporation.
Section 4. ANNUAL REPORT TO STOCKHOLDERS. Nothing herein shall
be interpreted as prohibiting the board of directors from issuing annual or
other periodic reports to the stockholders of the corporation as they deem
appropriate.
Section 5. FINANCIAL STATEMENTS. A copy of any annual
financial statement and any income statement of the corporation for each
quarterly period of each fiscal year, and any accompanying balance sheet of
the corporation as of the end of each such period, that has been prepared by
the corporation shall be kept on file in the principal executive office of
the corporation for twelve (12) months.
Section 6. ANNUAL LIST OF DIRECTORS, OFFICERS AND RESIDENT
AGENT. The corporation shall, each year, file with the Secretary of State of
the State of North Dakota, on the prescribed form, a list of its officers and
directors and a designation of its resident agent in North Dakota.
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 1. RECORD DATE. For purposes of determining the
stockholders entitled to notice of any meeting or to vote or entitled to
receive payment of any dividend or other distribution or allotment of any
rights or entitled to exercise any rights in respect of any other lawful
action, the board of directors may fix, in advance, a record date, which
shall not be more than sixty (60) days nor less than ten (10) days prior to
the date of any such meeting nor more than sixty (60) days prior to any other
action, and in such case only stockholders of record on the date so fixed are
entitled to notice and to vote or to receive the dividend, distribution or
allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation
after the record date fixed as aforesaid, except as otherwise provided in the
North Dakota General Corporation Law.
If the board of directors does not so fix a record date:
(a) 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 business day next preceding
the day on which the meeting is held.
(b) The record date for determining stockholders entitled to
give consent to corporate action in writing without a meeting, when no prior
action by the board has been taken, shall be the day on which the first
written consent is given.
(c) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the board
adopts the resolution relating thereto, or the sixtieth (60th) day prior to
the date of such other action, whichever is later.
Section 2. CLOSING OF TRANSFER BOOKS. The directors may
prescribe a period not exceeding sixty (60) days prior to any meeting of the
stockholders during which no transfer of stock on the books of the
corporation may be made, or may fix a date not more than sixty (60) days
prior to the holding of any such meeting as the day as of which stockholders
entitled to notice of and to vote at such meeting shall be determined; and
only stockholders of record on such day shall be entitled to notice or to
vote at such meeting.
Section 3. 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
to hold liable for calls and assessments a person registered on its books as
the owner of shares, 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 North Dakota.
Section 4. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All
checks, drafts or other orders for payment of money, notes or other evidences
of indebtedness, issued in the name of or payable to the corporation, shall
be signed or endorsed by such person or persons and in such manner as, from
time to time, shall be determined by resolution of the board of directors.
Section 5. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.
The board of directors, except as in the bylaws otherwise provided, may
authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances; and, unless so authorized or ratified by the board of directors or
within the agency power or authority to bind the corporation by any contract
or engagement or to pledge its credit or to render it liable for any purpose
or to any amount.
Section 6. STOCK CERTIFICATES. A certificate or certificates
for shares of the capital stock of the corporation shall be issued to each
stockholder when any such shares are fully paid, and the board of directors
may authorize the issuance of certificates or shares as partly paid provided
that such certificates shall state the amount of the consideration to be paid
therefor and the amount paid thereon. All certificates shall be signed in
the name of the corporation by the chief executive officer or president or
vice president and by the treasurer or an assistant treasurer or the
secretary or any assistant secretary, certifying the number of shares and the
class or series of shares owned by the stockholder. When the corporation is
authorized to issue shares of more than one class or more than one series of
any class, there shall be set forth upon the face or back of the certificate,
or the certificate shall have a statement that the corporation will furnish
to any stockholders upon request and without charge, a full or summary
statement of the designations, preferences and relatives, participating,
optional or other special rights of the various classes of stock or series
thereof and the qualifications, limitations or restrictions of such rights,
and, if the corporation shall be authorized to issue only special stock, such
certificate must set forth in full or summarize the rights of the holders of
such stock. Any or all of the signatures on the certificate may be
facsimile. 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 by the corporation with the same
effect as if such person were an officer, transfer agent or registrar at the
date of issue.
No new certificate for shares shall be issued in place of any
certificate theretofore issued unless the latter is surrendered and cancelled
at the same time; provided, however, that a new certificate may be issued
without the surrender and cancellation of the old certificate if the
certificate thereto fore issued is alleged to have been lost, stolen or
destroyed. In case of any such allegedly lost, stolen or destroyed
certificate, the corporation may require the owner thereof or the legal
representative of such owner to give the corporation a bond (or other
adequate security) sufficient to indemnify it against any claim that may be
made against it (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.
Section 7. 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 at any regular or special
meeting pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the articles of
incorporation.
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
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 directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.
Section 8. FISCAL YEAR. The fiscal year of the corporation
shall be December 31st.
Section 9. SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its incorporation and the
words "Corporate Seal, North Dakota."
Section 10. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
chairman of the board, the president, or any vice president, or any other
person authorized by resolution of the board of directors by any of the
foregoing designated officers, is authorized to vote on behalf of the
corporation any and all shares of any other corporation or corporations,
foreign or domestic, standing in the name of the corporation. The authority
herein granted to said officers to vote or represent on behalf of the
corporation any and all shares held by the corporation in any other
corporation or corporations may be exercised by any such officer in person or
by any person authorized to do so by proxy duly executed by said officer.
Section 11. CONSTRUCTION AND DEFINITIONS. Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions in the North Dakota General Corporation Law shall govern the
construction of the bylaws. Without limiting the generality of the
foregoing, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation and
a natural person.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY STOCKHOLDERS. New bylaws may be
adopted or these bylaws may be amended or repealed by the affirmative vote of
a majority of the outstanding shares entitled to vote, or by the written
assent of stockholders entitled to vote such shares, except as otherwise
provided by law or by the articles of incorporation.
Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of
the stockholders as provided in Section 1 of this Article, bylaws may be
adopted, amended or repealed by the board of directors.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of DAKOTA
IMAGING, INC. (TO BE KNOWN AS VOYAGER ENTERTAINMENT INTERNATIONAL, INC.)
HOLDINGS LTD., a North Dakota corporation; and
2. That the foregoing Bylaws, comprising twenty-three (23) pages,
constitute the Bylaws of said corporation as duly adopted and approved by the
board of directors of said corporation by a Unanimous Written Consent dated
as of __________, 2002 and duly adopted and approved by the stockholders of
said corporation at a special meeting held on ________, 2002.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of said corporation this ____ day of __________, 2002.
______________________________
RICHARD HANNIGAN, Secretary