Financing Your Small Business

Corporation Formation Documents


After consulting with your professionals, you will most likely need to form an entity to raise capital. Most entrepreneurs will form either a corporation or a limited liability company. This appendix contains a number of docu­ments that you will find helpful as references for forming a corporation. (Appendix C contains documents for forming and operating a limited lia­bility company.)

The documents in this appendix follow the formation and growth of a fictitious company, Anderson Industries, Inc, that was founded by Bob Anderson in October 2000.

Articles of Incorporation

The Articles of Incorporation describe, in abbreviated form, certain basic organizational attributes of your corporation—name, authorized capital (shares), registered agent, etc. The articles are filed with the appropriate state agency (in most cases the secretary of state or state corporation commission) along with a state-required fee. The information is public knowledge. The information presented in the Articles of Incorporation is fairly standardized and many states have even created a fill-in-the-blank form for filing.

Bob Anderson has founded this corporation by himself and will serve as the incorporator (person responsible for the accuracy of the informa­tion in the Articles of Incorporation) and the registered agent (the offi­cial point of contact for the corporation). The name Anderson Industries, Inc. could probably be a bit more imaginative depending on the type of products or services the corporation intends to offer, but it will suffice for these purposes.

Of particular importance to a corporation planning to raise capital is the FIFTH Article in this example. It is recommended that a corporation create two classes of shares if it intends to raise capital—common shares to be held by the founders and preferred shares to be sold to investors. (See Chapter

5 for an explanation of this structure.)

Bylaws

The bylaws are the internal governing document of a corporation. They should be drafted shortly after a corporation is formed and adopted by the board of directors at their first meeting. The bylaws should spell out the rights of the shareholders, the rights, duties, and responsibilities of the board of directors and officers, and other matters such as the requirement to keep accurate books and records.

In this example, the board of directors of the corporation has adopted a set of bylaws that grants much of the decision making power to the board of directors. The board of directors or the shareholders may amend the bylaws in accordance with Article VII of the bylaws.

Minutes of Initial Directors' Meeting

The first act of a newly formed corporation should be to hold an initial meeting of the board of directors. A number of decisions regarding the gov­ernance and operation of the company will be made at this initial meeting.

If initial directors were not designated in the Articles of Incorporation, then they should be designated in these initial minutes. The officers should then be appointed by the board of directors.

The bylaws and corporate seal should be adopted. The decision to be taxed under Subchapter S should be made and Form 8832 filed with the IRS. Your corporation is a C corporation by default and no filing is nec­essary if you wish to remain a C corporation.

The minutes should designate where the corporate banking will be done and adopt dates for a fiscal year. Stock should also be issued to the founders of the company and the officers of the company should be authorized to file all paperwork necessary to register the corporation with the IRS and state authorities.

Take note that Bob Anderson is filling all of the officer roles. This is not uncommon with a newly formed corporation and may continue for the first phases of the corporation. One of the many duties that Mr. Anderson should undertake in this development phase of the corporation is to find other qualified candidates to fill some of the officer and director roles— often a difficult task before the corporation has even raised capital.

Some new companies, especially those with only one or a few sharehold­ers, who also serve as the initial board of directors, will take action through unanimous consent instead of meeting and taking votes. Included here is an Action by Unanimous Written consent in lieu of the Organizational Meeting of the Board of Directors of Anderson Industries, Inc., that addresses the mat­ter that would have been resolved at an initial meeting.

How These Documents Help With the Financing of Your Business

Money is attracted to a sound, dynamic organization. Having a well-drafted set of bylaws that establishes how a company will conduct its business and make decisions is attractive to investors. Providing adequate notice, holding required meetings, and making prudent decisions in accordance with the bylaws and prevailing laws is indicative that a corporation is organized in other aspects of its business.

Talent is also attracted to organization. Persons who you wish to serve on your board of directors will want to know that decisions are being made according to a set of established rules as they join in and become responsible for the decision-making process of the corporation.

ARTICLES OF INCORPORATION OF ANDERSON INDUSTRIES, INC.

The undersigned, being a natural person of full age and acting as the incorpora­tor for the purpose of forming the business corporation hereinafter named pursuant to the provisions of the Corporations Code of the State of California, does hereby adopt the following articles of incorporation.

FIRST: The name of the corporation (hereinafter referred to as the "corpora­tion”) is Anderson Industries, Inc.

SECOND: The existence of the corporation is perpetual.

THIRD: The purpose of the corporation is to engage in any lawful act or activ­ity for which a corporation may be organized under the General Corporation Law of California, other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

FOURTH: The name and the complete business or residence address within the State of California of the corporation’s initial agent for service of process within the State of California in accordance with the provisions of subdivision (b) of Section 1502 of the Corporations Code of the State of California are as follows:

Name Address

BOB ANDERSON 3499 Malcolm Avenue

Los Angeles, California 90010

FIFTH: The corporation shall have two classes of Shares. The corporation is authorized to issue 15,000,000 shares, 10,000,000 of which are Shares of Common Stock at $0.001 par value each, and 5,000,000 Shares of which are Preferred Stock at $0.001 par value each.

The rights, preferences, privileges and restrictions of the Preferred Stock shall be determined at a later date by a vote of the Board of Directors, in accordance with the provisions of Section 202(e)(3) of the Corporations Code, as the same may be amended or supplemented.

The Board of Directors of the corporation may issue any or all of the aforesaid authorized shares of the corporation from time to time for such consideration as it shall determine and may determine from time to time the amount of such consid­eration, if any, to be credited to paid-in surplus.

SIXTH: In the interim between meetings of shareholders held for the election of directors or for the removal of one or more directors and the election of the replacement or replacements thereat, any vacancy which results by reason of the removal of a director or directors by the shareholders entitled to vote in an election of directors, and which has not been filled by said shareholders, may be filled by a majority of the directors then in office, whether or not less than a quorum, or by the sole remaining director, as the case may be.

SEVENTH: The liability of the directors of the corporation for monetary dam­ages shall be eliminated to the fullest extent permissible under California law.

EIGHTH: The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the cor­poration and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation on this 14th day of October 2000.

BOB ANDERSON, Incorporator

BYLAWS OF ANDERSON INDUSTRIES, INC.

(a California corporation)

ARTICLE I SHAREHOLDERS

1. CERTIFICATES FOR SHARES. Each certificate for shares of the corpora­tion shall set forth thereon the name of the record holder of the shares represented thereby, the number of shares and the class or series of shares owned by said holder, the par value, if any, of the shares represented thereby, and such other statements, as applicable, prescribed by Sections 416-419, inclusive, and other relevant Sections of the General Corporation Law of the State of California (the "General Corporation Law”) and such other statements, as applicable, which may be pre­scribed by the Corporate Securities Law of 1968 of the State of California and any other applicable provision of law. Each such certificate issued shall be signed in the name of the corporation by the Chair of the Board of Directors, if any, the President, if any, or a Vice President, if any, and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Any or all of the signatures on a certificate for shares may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate for shares 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.

In the event that the corporation shall issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor, any such certificate for shares shall set forth thereon the statements pre­scribed by Section 409 of the General Corporation Law.

The corporation may issue a new certificate for shares or for any other security in the place of any other certificate theretofore issued by it, which is alleged to have been lost, stolen, or destroyed. As a condition to such issuance, the corporation may require any such owner of the allegedly lost, stolen, or destroyed certificate or any such owner’s legal representative to give the corporation 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.

2. FRACTIONAL SHARES. Subject to, and in compliance with, the provisions of Section 407 and any other provisions of the General Corporation Law, the cor­poration may, but need not, issue fractions of a share originally or upon transfer. If the corporation does not issue fractions of a share, it shall in connection with any original issuance of shares arrange for the disposition of fractional interest by those entitled thereto, or pay in cash the fair value of fractions of a share as of the time When those entitled to receive such fractions are determined, or issue scrip or war­rants in registered or bearer form which shall entitle the holder to receive a certifi­cate for a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the condition that they shall become void if not exchanged for a certificate or certificates representing a full share or full shares, as the case may be, before a specified date or that any of the shares for which scrip or warrants are exchangeable may be sold by the corporation, and any proceeds thereof distributed to the holder of any such scrip or warrants or any other condition which the Board of Directors may impose.

3. SHARE TRANSFERS. Upon compliance with any provisions of the General Corporation Law and/or the Corporate Securities Law of 1968 which may restrict the transferability of shares, transfers of shares of the corporation shall be made only on the record of shareholders of the corporation by the registered holder thereof, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a regis­trar, if any, and on surrender of the certificate or certificates for such shares prop­erly endorsed and the payment of all taxes, if any, due thereon.

4. RECORD DATE FOR SHAREHOLDERS. In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or be 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 or fewer than ten (10) days prior to the date of such meeting or more than sixty (60) days prior to any other action.

If the Board of Directors shall not have fixed a record date as aforesaid, the record date for determining shareholders entitled to notice of or to vote at a meet­ing of shareholders shall be 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; the record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given; and the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relat­ing thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting, but the

Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

Except as may be otherwise provided by the General Corporation Law, share­holders at the close of business on the record date shall be entitled to notice and to vote or to receive any 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.

5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to assent or consent or dissent in writing in lieu of a meeting, as the case may be, the term "share” or "shares” or "shareholder” or "shareholders” refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Articles of Incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the General Corporation Law con­fers such rights notwithstanding that the Articles of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

6. SHAREHOLDER MEETINGS.

A. TIME. An annual meeting for the election of directors and for the transaction of any other proper business and any special meeting shall be held on the date and at the time as the Board of Directors shall from time to time fix.

B. PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of California, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the corporation.

C. CALL. Annual meetings may be called by the directors, by the Chairman of the Board, if any, Vice Chairman of the Board, if any, the President, if any, the Secretary, or by any officer instructed by the directors to call the meeting. Special meetings may be called in like manner and by the holders of shares entitled to cast not less than ten percent of the votes at the meeting being called.

D. NOTICE. Written notice stating the place, day, and hour of each meeting, and, in the case of a special meeting, the general nature of the business to be trans­acted or, in the case of an Annual Meeting, those matters which the Board of Directors, at the time of mailing of the notice, intends to present for action by the shareholders, shall be given not less than ten (10) days (or not less than any such other minimum period of days as may be prescribed by the General Corporation Law) or more than sixty (60) days (or more than any such maximum period of days as may be prescribed by the General Corporation Law) before the date of the meet­ing, either personally or by mail or other means of written communication, charges prepaid by or at the direction of the directors, the President, if any, the Secretary or the officer or persons calling the meeting, addressed to each shareholder at his or Her address appearing on the books of the corporation or given by him or her to the corporation for the purpose of notice, or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the said principal executive office is located. Such notice shall be deemed to be delivered when deposited in the United States mail with first class postage thereon prepaid, or sent by other means of written communication addressed to the shareholder at his or her address as it appears on the stock transfer books of the corporation. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of notice to be presented by the Board of Directors for election. At an annual meeting of shareholders, any mat­ter relating to the affairs of the corporation, whether or not stated in the notice of the meeting, may be brought up for action except matters which the General Corporation Law requires to be stated in the notice of the meeting. The notice of any annual or special meeting shall also include, or be accompanied by, any addi­tional statements, information, or documents prescribed by the General Corporation Law. When a meeting is adjourned to another time or place, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken; provided that, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder. At the adjourned meet­ing, the corporation may transact any business which might have been transacted at the original meeting.

The transactions of any meeting, 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 is present and if, either before or after the meeting, each of the shareholders or his or her proxy signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, con­sents, and 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 constitutes a waiver of notice of and presence at 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 shall not constitute a waiver of any right to object to the consideration of matters required by the General Corporation Law to be included in the notice but not so included, if such objection is expressly made at the meeting. Except as otherwise provided in subdivision (f) of Section 601 of the General Corporation Law, neither the business to be transacted nor the purpose of any regular or special meeting need be speci­fied in any written waiver of notice, consent to the holding of the meeting, or the approval of the minutes thereof.

E. CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and act­ing - the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President, if any, a Vice President, or, if none of the foregoing is in office and pres­ent and acting, by a chairman to be chosen by the shareholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

F PROXY REPRESENTATION. Every shareholder may authorize another per­son or persons to act as his or her proxy at a meeting or by written action. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise provided in the proxy. Every proxy shall be revocable at the pleas­ure of the person executing it prior to the vote or written action pursuant thereto, except as otherwise provided by the General Corporation Law. As used herein, a "proxy” shall be deemed to mean a written authorization signed or an electronic transmission authorized by a shareholder or a shareholder’s attorney in fact giving another person or persons power to vote with respect to the shares of such share­holder, and "signed” as used herein shall be deemed to mean the placing of such shareholder’s name or other authorization on the proxy, whether by manual signa­ture, typewriting, telegraphic or electronic transmission or otherwise by the share­holder or the shareholder’s attorney in fact. Where applicable, the form of any proxy shall comply with the provisions of Section 604 of the General Corporation Law.

G INSPECTORS—APPOINTMENT. In advance of any meeting, the Board of Directors may appoint inspectors of election to act at the meeting and any adjourn­ment thereof. If inspectors of election are not so appointed, or, if any persons so appointed fail to appear or refuse to act, the Chairman of any meeting of share­holders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election, or persons to replace any of those who so fail or refuse, at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented shall determine whether one or three inspectors are to be appointed.

The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity, and effect of proxies, receive votes, ballots, if any, or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count, and tabulate all votes or consents, deter­mine when the polls shall close, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act, or certificate of a majority shall be effective in all respects as the decision, act, or certificate of all.

H. QUORUM; VOTE; WRITTEN CONSENT. The holders of a majority of the voting shares shall constitute a quorum at a meeting of shareholders for the trans­action of any business. The shareholders 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 shareholders 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. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented thereat, but no other business may be transacted except as hereinbefore provided.

In the election of directors, a plurality of the votes cast shall elect. No share­holder shall be entitled to exercise the right of cumulative voting at a meeting for the election of directors unless the candidate’s name or the candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for such candidates in nomination.

Except as otherwise provided by the General Corporation Law, the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting at which a quorum is present shall be authorized by the affirmative vote of a majority of the shares represented and voting at the meeting; provided, that said shares voting affirmatively shall also constitute at least a majority of the required quorum.

Except in the election of directors by written consent in lieu of a meeting, and except as may otherwise be provided by the General Corporation Law, the Articles of Incorporation, or these Bylaws, any action which may be taken at any annual or special meeting may be taken without a meeting and without prior notice, if a con­sent in writing, setting forth the action so taken, shall be signed by holders of 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. Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors. Notice of any shareholder approval pursuant to Section 310, 317,1201 or 2007 without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous writ­ten consent to those shareholders entitled to vote who have not consented in writ­ing. Elections of directors at a meeting need not be by ballot unless a shareholder demands election by ballot at the election and before the voting begins. In all other matters, voting need not be by ballot.

7. ANNUAL REPORT. Whenever the corporation shall have fewer than one hundred shareholders as said number is determined as provided in Section 605 of the General Corporation Law, the Board of Directors shall not be required to send to the shareholders of the corporation the annual report prescribed by Section 1501 of the General Corporation Law unless it shall determine that a useful pur­pose would be served by causing the same to be sent or unless the Department of Corporations, pursuant to the provisions of the Corporate Securities Law of 1968, shall direct the sending of the same.

ARTICLE II BOARD OF DIRECTORS

1. FUNCTIONS. Except as any provision of law may otherwise require, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of its Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the busi­ness of the corporation to a management company or other person, provided that the business and affairs of the corporation shall be managed and all corporate pow­ers shall be exercised under the ultimate direction of the Board of Directors. The Board of Directors shall have authority to fix the compensation of directors for services in any lawful capacity.

2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder of the corporation, a citizen of the United States, or a resident of the State of California. The number of directors constituting the Board of Directors shall be not less than three (3) or more than seven (7). Subject to the foregoing provisions and the provisions of Section 212 of the General Corporation Law, the number of directors may be changed from time to time by an amendment of these Bylaws. No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director.

3. ELECTION AND TERM. The initial Board of Directors shall consist of the persons elected at the meeting of the incorporator or incorporators, all of whom shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation, removal from office or death. Thereafter, directors who are elected to replace any or all of the members of the initial Board of Directors or who are elected at an annual meeting of shareholders, and directors who are elected in the interim to fill vacancies, shall hold office until the next annual meeting of shareholders and until their successors have been elected and qualified, or until their earlier resignation, removal from office, or death. In the interim between annual meetings of share­holders or of special meetings of shareholders called for the election of directors, any vacancies in the Board of Directors, including vacancies resulting from an increase in the authorized number of directors which have not been filled by the shareholders, and including any other vacancies which the General Corporation Law authorizes directors to fill, except for a vacancy created by the removal of a director, may be filled by directors or by the sole remaining director, as the case may be, in the manner prescribed by Section 305 of the General Corporation Law. Vacancies occurring by reason of the removal of directors which are not filled at the meeting of shareholders at which any such removal has been effected may be filled by the directors if the Articles of Incorporation or a Bylaw adopted by the share­holders so provides. Any director may resign effective upon giving written notice to the Chairman of the Board, if any, the President, if any, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such res­ignation. If the resignation is effective at a future time, a successor may be elected to the office when the resignation becomes effective.

The shareholders may elect a director at any time to fill any vacancy which the directors are entitled to fill, but which they have not filled. Any such election by written consent other than to fill a vacancy created by removal shall require the consent of a majority of the shares.

The name and the address of each initial director elected by the incorporator or incorporators are set forth in the minutes of the organization of the incorporator or incorporators at which each said initial director was elected, and said name and the address are hereby made a part of these Bylaws as if fully set forth therein.

4. DIRECTOR MEETINGS.

A. TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

B. PLACE. Meetings may be held at any place, within or without the State of California, which has been designated in any notice of the meeting, or, if not stated in said notice or, if there is no notice given, at the place designated by resolution of the Board of Directors.

C. CALL. Meetings may be called by the Chair of the Board, if any, by the President, if any, by any Vice President or Secretary, or by any two directors.

D. NOTICE AND WAIVER THEREOF. No notice shall be required for regular meetings for which the time and place have been fixed by the Board of Directors. Special meetings shall be held upon at least four (4) days’ notice by mail or upon at least forty-eight (48) hours’ notice delivered personally or by telephone or by any other means authorized by the provisions of Section 307 of the General Corporation Law. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the min­utes thereof, whether before or after the meeting, or who attends the meeting with­out protesting, prior thereto or at its commencement, the lack of notice to such director. A notice or waiver of notice need not specify the purpose of any regular or special meeting of the Board of Directors. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

E. QUORUM AND ACTION. A majority of the authorized number of directors shall constitute a quorum except when a vacancy or vacancies prevents such major­ity, whereupon a majority of the directors in office shall constitute a quorum, pro­vided such majority shall constitute at least either one-third of the authorized num­ber of directors or at least two directors, whichever is larger, or unless the author­ized number of directors is only one. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors, if any, who were not present at the time of the adjournment. Except as the Articles of Incorporation, these Bylaws and the General Corporation Law may otherwise provide, the 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 the act of the Board of Directors. Members of the Board of Directors may participate in a meeting through use of conference telephone or other com­munications equipment, and participation by such use constitutes presence in per­son at any such meeting, provided the conditions prescribed by the provisions of Section 307 of the General Corporation Law are met.

A meeting at which a quorum is initially present may continue to transact busi­ness notwithstanding the withdrawal of directors, provided that any action which may be taken is approved by at least a majority of the required quorum for such meeting.

F CHAIRMAN OF THE MEETING. The Chair of the Board, if any, and if pres­ent and acting, shall preside at all meetings. Otherwise, the President, if any and pres­ent and acting, or any director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. The entire Board of Directors or any individ­ual director may be removed from office without cause by approval of the holders of at least a majority of the shares provided, that unless the entire Board is removed, an individual director shall not be removed when the votes cast against such removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election of directors at which the same total number of votes were cast, or, if such action is taken by written consent, in lieu of a meeting, all shares entitled to vote were voted, and the entire number of directors authorized at the time of the director’s most recent election were then being elected. If any or all directors are so removed, new directors may be elected at the same meeting or by such written consent. The Board of Directors may declare vacant the office of any director who has been declared of unsound mind by an order of court or convicted of a felony.

6. COMMITTEES. The Board of Directors, by resolution adopted by a major­ity of the authorized number of directors, may designate one or more committees, each consisting of two or more directors to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member at any meeting of such committee. Any such committee, to the extent provided in the res­olution of the Board of Directors, shall have all the authority of the Board of Directors except such authority as may not be delegated by the provisions of the General Corporation Law.

7. WRITTEN ACTION. Any action required or permitted to be taken may be taken without a meeting if all of the members of the Board of Directors shall indi­vidually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceedings of the Board. The action by written consent shall have the same force and effect as a unanimous vote of the directors.

ARTICLE III OFFICERS

The corporation shall have a Chair of the Board or a President or it may have both, a Secretary, a chief financial officer and such other officers with such titles and duties as may be necessary to enable it to sign instruments and share certifi­cates. Subject to the foregoing, any number of offices may be held by the same per­son. The titles, powers, and duties of officers shall be set forth in the resolution or instrument choosing them. The Chairman of the Board, if any, and/or the President, if any, the Secretary, the chief financial officer, and any Vice President or other executive officer shall be chosen by the Board of Directors. Any Assistant Secretary, Assistant Treasurer, or other junior officer shall be chosen by the Board of Directors or in the manner prescribed by the Board of Directors.

The President or, if a President shall not have been chosen, the Chairman of the Board shall be the general manager and chief executive officer of the corporation unless the resolution choosing him or her shall provide otherwise. The Treasurer shall be the chief financial officer unless the resolution choosing him or her shall provide otherwise.

Unless otherwise provided in the resolution or instrument choosing the same, all officers shall be chosen for a term of office running until the meeting of the Board of Directors following the next annual meeting of shareholders and until their successors have been chosen and qualified.

Any officer, or any agent chosen by the Board of Directors, may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby.

ARTICLE IV BOOKS AND RECORDS—STATUTORY AGENT

The corporation shall keep at its principal executive office in the State of California or, if its principal executive office is not in the State of California, at its principal business office in the State of California, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the corporation is outside the State of California, and, if the corporation has no princi­pal business office in the State of California, it shall, upon request of any share­holder, furnish a copy of the Bylaws as amended to date.

The corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors, and committees, if any, of the Board of Directors. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the num­ber and class of shares held by each. Such minutes shall be in written form. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.

The name and address of the agent for service of process within the State of California is BOB ANDERSON, 3499 Malcolm Avenue, Los Angeles, California 90010.

ARTICLE V CORPORATE SEAL

The corporate seal shall set forth the name of the corporation and the State and date of incorporation.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII CONTROL OVER BYLAWS

After the initial Bylaws of the corporation shall have been adopted by the ini­tial director or board of directors of the corporation, the Bylaws may be amended or repealed or new Bylaws may be adopted by the shareholders entitled to exercise a majority of the voting power or by the Board of Directors; provided, however, that the Board of Directors shall have no control over any Bylaw which fixes or changes the authorized number of directors of the corporation; provided further, that any control over the Bylaws herein vested in the Board of Directors shall be subject to the authority of the aforesaid shareholders to amend or repeal the Bylaws or to adopt new Bylaws; and provided further that any Bylaw amendment or new Bylaw which changes the minimum number of directors to fewer than five shall require authorization by the greater proportion of voting power of the sharehold­ers as hereinbefore set forth.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of Anderson Industries, Inc., a California corporation, as in effect on the date hereof.

WITNESS my hand and the seal of the corporation.

Date

(SEAL)

BOB ANDERSON, Secretary of Anderson Industries, Inc.

ACTION BY UNANIMOUS WRITTEN CONSENT in lieu of the ORGANIZATIONAL MEETING of THE BOARD OF DIRECTORS of

ANDERSON INDUSTRIES, INC.

The undersigned, constituting the sole member of the Board of Directors of Anderson Industries, Inc., a California corporation (the "Company”), pursuant to the provisions of the California General Corporation Law, hereby adopt the fol­lowing resolutions by unanimous written consent.

ARTICLES OF INCORPORATION

RESOLVED, that the Articles of Incorporation of the Company filed with the California Secretary of State on October 14, 2000, be, and they hereby are, ratified and affirmed.

APPOINTMENT OF DIRECTOR

RESOLVED, that, effective as of this date, the following person is hereby appointed as the sole director of the Company to serve until the first annual meeting of stockholders or until his successor(s) are duly elected and qualified:

BOB ANDERSON

APPOINTMENT OF OFFICERS

RESOLVED, that the following persons be, and they hereby are, appointed as officers of the Company, to serve until the next annual meeting of Directors or until their successors are duly appointed and have qualified.

CEO Bob Anderson

Vice President Bob Anderson

Secretary Bob Anderson

Treasurer or CFO Bob Anderson

ADOPTION OF BYLAWS RESOLVED, that the Bylaws attached hereto as Exhibit A be, and they hereby are, adopted as the Bylaws of and for the Company; and

FURTHER RESOLVED, that the Secretary of the Company be, and he/she hereby is, authorized and directed to execute a Certificate of Secretary regarding the adoption of the Bylaws, to insert the Bylaws in the Company’s Minute Book and to see that a copy of the Bylaws is kept at the Company’s principal office, as required by law.

ADOPTION OF CORPORATE SEAL RESOLVED, that the seal, an impression of which is affixed in the margin hereof,

Be and hereby is, adopted as the seal of the corporation.

ADOPTION OF FORM OF STOCK CERTIFICATES RESOLVED, that the attached form(s) of stock certificate(s) be, and hereby is/are, approved and adopted as the stock certificate(s) of the corporation.

EMPLOYER TAX IDENTIFICATION NUMBER RESOLVED, that the appropriate officers of the Company be, and each of them hereby is, authorized and directed to apply to the IRS District Director for an employer’s identification number on Form SS-4.

S-CORPORATION ELECTION RESOLVED, that the President is hereby authorized to file Form 2553 with the Internal Revenue Service, thereby electing to have the Company taxed under Subchapter S of the Internal Revenue Code.

WITHHOLDING TAXES RESOLVED, that the Treasurer be, and he/she hereby is, authorized and directed to consult with the bookkeeper, auditors, and attorneys of the Company in order to be fully informed as to, and to collect and pay promptly when due, all withholding taxes that the Company may now be (or hereafter become) liable.

STATEMENT BY DOMESTIC STOCK CORPORATION RESOLVED, that the appropriate officers of the Company shall file with the California Secretary of State a statement of the names of the President, Secretary, Chief Financial Officer, and incumbent directors, together with a statement of the location and address of the principal office of the Company, and designating BOB ANDERSON as agent for service of process.

DESIGNATION OF DEPOSITORY RESOLVED, that Bank of America, be, and hereby is, designated as the Depository of this Company, and that the Officers of the Company are hereby directed to prepare, execute, and file any necessary authorizations to complete and effect the designation.

FURTHER RESOLVED, that all checks, drafts and other instruments obligating the Company to pay money shall be signed on behalf of the Company by BOB ANDERSON.

FURTHER RESOLVED, that all form resolutions required by any such deposi­tory be, and they hereby are, adopted in such form used by such depository, and that the Secretary be, and he/she hereby is, (i) authorized to certify such resolutions as having been adopted by this Unanimous Written Consent and (ii) directed to Insert a copy of any such form resolutions in the Minute Book immediately fol­lowing the Unanimous Written Consent; and

FURTHER RESOLVED, that any such depository to which a certified copy of these resolutions has been delivered by the Secretary of the Company be, and it hereby is, authorized and entitled to rely upon such resolutions for all purposes until it shall have received written notice of the revocation or amendment of these resolutions adopted by the Board of Directors of the Company.

FISCAL YEAR

RESOLVED, that the fiscal year of the Company shall end on the 31st day of December of each year.

PRINCIPAL OFFICE

RESOLVED, that the principal executive office of the Company shall be at 3499 Malcolm Avenue, Los Angeles, California 90010.

MANAGEMENT POWERS

RESOLVED, that the Officers of the Company be, and each of them hereby is, authorized to sign and execute in the name and on behalf of the Company all appli­cations, contracts, leases, and other deeds and documents or instruments in writing of whatsoever nature that may be required in the ordinary course of business of the Company and that may be necessary to secure for operation of the corporate affairs, governmental permits and licenses for, and incidental to, the lawful operations of the business of the Company, and to do such acts and things as such officers deem nec­essary or advisable to fulfill such legal requirements as are applicable to the Company and its business.

FURTHER RESOLVED, that the proper Officers of the Company be, and each of them hereby is, authorized and directed to obtain the consent of the Company’s shareholders to the foregoing election and to execute and file Forms required by the State of California.

RATIFICATION

RESOLVED, that all prior acts done on behalf of the Company by the sole incorporator or his/her agents be, and the same hereby are, ratified and approved as acts of the Company.

INCORPORATION EXPENSES

RESOLVED, that the Officers of the Company be, and each of them hereby is, authorized and directed to pay the expenses of the incorporation and organization of the Company.

DOCUMENTATION OF BUSINESS TRANSACTIONS OF THE COMPANY RESOLVED, that the Chief Financial Officer is hereby authorized and directed to procure such books as are necessary and proper for the transaction of business of the Company.

CONSIDERATION IN EXCHANGE FOR COMPANY'S ACCEPTANCE OF BOB ANDERSON'S OFFER TO CONTRIBUTE HIS IDEAS, EXPERTISE, AND TIME TO THE COMPANY RESOLVED, that an offer from BOB ANDERSON to contribute his original ideas, expertise, and time to the Company in consideration for the issuance of shares of Common Stock is hereby accepted. The President and the Secretary are directed to issue BOB ANDERSON certificates representing 4,000,000 fully paid and non-assessable shares of the Common Stock of the Company.

FURTHER RESOLVED, that the President and Secretary are hereby directed to execute in the name of the Company any agreement or agreements in accor­dance with the offer of BOB ANDERSON and to issue and deliver in accordance with such agreement or agreements the appropriate number of fully paid and non­assessable shares of the Common Stock of the Company.

ADDITIONAL FILINGS RESOLVED, that the appropriate Officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to make such filings and applications, to execute and deliver such documents and instruments, and to do such acts and things as such officer deems necessary or advisable in order to obtain such licenses, authorizations, and permits as are neces­sary or desirable for the Company’s business, and to fulfill such legal requirements as are applicable to the Company and its business and to complete the organization of the Company.

This Action by Unanimous Written Consent may be signed in one or more counterparts, each of which shall be deemed an original, and all of which shall con­stitute one instrument. This Action by Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company.

RESOLVED, that the Action by Unanimous Written Consent be filed in this Corporation’s minute books.

IN WITNESS WHEREOF, the undersigned have executed this Action by Unanimous Written Consent as of the October 21, 2000.

BOB ANDERSON, Secretary [SEAL]

ATTEST:

BOB ANDERSON, Director

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