UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 22, 2013

 

GREENESTONE HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

 

Colorado 000-15078 84-1227328

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

 

5734 Yonge Street, Suite 300

North York, Ontario, Canada M2M 4E7

(Address of principal executive offices)

 

(416) 222-5501
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Prepared By:

 

Sunny J. Barkats, Esq.

Matthew C. Carroll, Esq.

JSBarkats, PLLC

18 East 41 st Street, 19 th Floor

New York, NY 10017

P: (646) 502-7001

F: (646) 607-5544

www.JSBarkats.com

 

 

 

 

 

 

 

 

 

 
 

 

Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 22, 2013, the Board of Directors of Greenestone Healthcare Corporation, a Colorado corporation (the “Company”) appointed Ken Lorimer as the Company’s Chief Financial Officer. Pursuant to the Company’s compensatory arrangement with Mr. Lorimer , Mr. Lorimer is entitled to a salary of eighty thousand Canadian dollars (CAD$80,000.00) per annum (approximately USD$78,064 per annum). The relevant business experience of Mr. Lorimer is as follows:

 

Ken Lorimer, age 57, Chief Financial Officer

 

Ken Lorimer was appointed as the Company’s Chief Financial Officer in March 2013. Prior to Mr. Lorimer’s appointment, he served as the Company’s primary accountant from March 2011 to March 2013, where he oversaw all of the Company’s accounting functions. Prior to joining the Company, from January 1994 to February 2011, Mr. Lorimer operated as sole practitioner providing management consulting services to various companies in industries from manufacturing to real estate development. Prior to starting his management consulting practice, from 1984 to 1993, Mr. Lorimer served as the Chief Financial Officer of Terrazzo Mosaic & Tile Company Limited, which was one of the largest commercial finishing trade companies in North America. Mr. Lorimer received his Bachelor of Business Management from Ryerson University in 1979.

 

Family Relationships

 

Mr. Lorimer does not have a family relationship with any of the current officers or directors of the Company.

 

Related Party Transactions

 

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Amendment to the Articles of Incorporation

 

On March 22, 2013, the shareholders (the “Shareholders”) of Greenestone Healthcare Corporation, a Colorado corporation (the “Company”), held a special meeting at 5734 Yonge Street, Suite 300, North York, Ontario, Canada M2M 4E7, with telephonic attendance (the “Special Meeting”). At the Special Meeting, the Shareholders approved an amendment to the Company’s Articles of Incorporation (the “Articles”), increasing the aggregate number of shares which the Company has authority to issue from one hundred million (100,000,000) common shares, par value $0.01 per share, to five hundred million (500,000,000) common shares, par value $0.01 per share. In addition, at the Special Meeting, the Shareholders approved an amendment to the Articles to authorize the designation of a class of convertible preferred stock, consisting of 10,000,000 shares, par value $0.01 per share, such shares of preferred stock to be convertible into shares of the Company’s common stock on a 10-for-1 basis (the “Series B Preferred Stock”). The Company filed the amendments with the Secretary of State of the State of Colorado on March 26, 2013, a copy of which is attached hereto as Exhibit 3.1.

 

Amendment to the Bylaws

 

At the Special Meeting, the Shareholders approved an amendment to the Company’s bylaws, whereby the Company repealed the previously existing bylaws in their entirety and approved new bylaws. A copy of the Company’s new bylaws is attached hereto as Exhibit 3.2.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Matters submitted to stockholders at the Special Meeting and the voting results thereof were as follows:

 

Proposal One – Increase in Authorized Number of Common Stock

 
 

 

The Shareholders approved an increase in the number of authorized shares of common stock, par value $0.01 per share, from 100,000,000 to 500,000,000. Shareholders holding 14,113,267 shares of common stock, or 51.82% of the total outstanding shares of common stock and 98.26% of the shares of common stock represented during the Special Meeting, voted in favor of the increase in total authorized common shares.

 

For   Against   Abstention   Broker Non-Votes
             
14,113,267   250,000   0   0

 

Proposal Two – Authorization of Series B Preferred Stock

 

The Shareholders authorized the filing of a certificate of designations with the Secretary of State in the State of Colorado, authorizing the Series B Preferred Stock. Shareholders holding 14,113,267 shares of common stock, or 51.82% of the total outstanding shares of common stock and 98.26% of the shares of common stock represented during the Special Meeting, voted in favor of the designation of the Series B Preferred Stock.

 

For   Against   Abstention   Broker Non-Votes
             
14,113,267   250,000   0   0

 

Proposal Three – 2013 Stock Option Plan

 

The Shareholders approved the proposed 2013 Stock Option Plan (the “Plan”). Shareholders holding 14,113,267 shares of common stock, or 51.82% of the total outstanding shares of common stock and 98.26% of the shares of common stock represented during the Special Meeting, voted in favor of the Plan.

 

For   Against   Abstention   Broker Non-Votes
             
14,113,267   250,000   0   0

 

Proposal Four – Amendment to the Company’s Bylaws

 

The shareholders of the Company approved the proposed amended bylaws of the Company. Shareholders holding 14,113,267 shares of common stock, or 51.82% of the total outstanding shares of common stock and 98.26% of the shares of common stock represented during the Special Meeting, voted in favor of the amended bylaws.

 

For   Against   Abstention   Broker Non-Votes
             
14,113,267   250,000   0   0

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
     
3.1   Amendment to the Articles of Incorporation of Greenestone Healthcare Corporation, as filed with the Secretary of State in the State of Colorado on March 25, 2013 *
     
3.2   Amended Bylaws of Greenestone Healthcare Corporation *
     

 

* filed herewith

 

 

 
 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

      GREENESTONE HEALTHCARE CORPORATION  
           
           
Date: March 28, 2013   By:  /s/ Shawn E. Leon  
        Name: Shawn E. Leon  
        Title: Chief Executive Officer  
             

 

 

 

 

 

Exbibit 3.1  

 

ARTICLES OF AMENDMENT TO THE

ARTICLES OF INCORPORATION

(PROFIT)

 

GREENESTONE HEALTHCARE CORPORATION

(FILE 19931034540)

 

The Articles of Incorporation are hereby amended by deleting in their entirety the introductory paragraph of ARTICLE IV CAPITAL and Section 1 of ARTICLE IV and inserting in their place the following language:

 

ARTICLE IV

CAPITAL

 

The aggregate number of shares of capital stock which the Corporation shall have the authority to issue is Five-Hundred and Thirteen Million (513,000,000) shares, consisting of (i) Five-Hundred Million (500,000,000) shares of common stock, par value $0.01 per share (the “Common Stock”); (ii) Three Million (3,000,000) Series A Convertible Preferred Stock, par value $1.00 per share (the “Convertible Preferred Stock”); and (iii) Ten Million (10,000,000) shares of Series B Preferred Stock, par value $0.01 per share (“Series B Convertible Preferred Stock”) No share shall be issued until it has been paid for, and it shall thereafter be non-assessable. Each class of stock shall have the following preferences, conversion and other rights, restrictions, voting powers, limitations as to dividends, and qualifications:

 

1.                 The Corporation’s board of directors (the “board of directors”) shall have the authority to designate such additional classes of capital stock as the Corporation’s board of directors deems necessary by filing an amendment to these articles of incorporation.

 

The Articles of Incorporation are hereby further amended by deleting in its entirety paragraph 6 of ARTICLE IV CAPITAL and inserting in its place the following language:

 

6.                  The holders of Series B Convertible Preferred Stock shall have the following preferences, conversion and other rights, restrictions, voting powers, limitations as to dividends, and qualifications:

 

(a)               Subject to and in compliance with the provisions of this Section 6, each share of Series B Convertible Preferred Stock may be converted at the

 

 

 

 

 

 

 

 

 

 

 

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option of the holder into ten (10) shares of Common Stock (a “Conversion”) at any time after such date that is six months (6) after the date of original issuance of such shares of Series B Convertible Preferred Stock (a “Conversion Event”), subject to such further conditions as the board of directors may establish at its sole discretion.

 

(b)               Prior to Conversion, a holder of a share of Series B Convertible Preferred Stock shall not be entitled to a vote with respect to such share on any matter with respect to which the holders of Common Stock are entitled to vote. Prior to Conversion, the Series B Convertible Preferred Stock shall not participate in the profits and losses of the Corporation, shall not be entitled to any dividends, and shall not share in the proceeds of any liquidation of assets of the Corporation.

 

(c)                Upon a Conversion Event, and subject to such further conditions as the board of directors may establish from time to time, a holder of Series B Convertible Preferred Stock wishing to exercise such holder’s conversion rights shall surrender the certificate or certificates representing the shares being converted to the Corporation at its principal office, and shall give written notice to the Corporation at that office that such holder elects to convert such shares. The certificate for the corresponding number of shares of Common Stock shall be issued in the name of the holder of the Series B Preferred Stock exercising the conversion rights and shall not be transferable upon Conversion, except as the board of directors may otherwise permit at its sole discretion. The certificate or certificates for shares of Series B Convertible Preferred Stock surrendered for Conversion shall be accompanied by a proper assignment thereof to the Corporation or in blank. The date when such written notice is received by the Corporation, together with the certificate or certificates representing the shares of Series B Convertible Preferred Stock being converted shall be the “Conversion Date.” Such Conversion shall be deemed to be have been effected immediately prior to the close of business on the Conversion Date, and at such time the rights of a holder of the converted shares of Series B Convertible Preferred Stock shall cease and such person shall be deemed to have become the holder of record of the shares of Common Stock issuable upon such Conversion.

 

(d)               In the event that some but not all of the shares of Series Convertible Preferred Stock represented by a certificate or certificates surrendered by a holder are converted, the Corporation shall execute and deliver to or on the order of the holder, at the expense of the Corporation, a new

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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certificate representing the number of shares of Series B Convertible Preferred Stock which were not converted.

 

(e)                The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Convertible Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Convertible Preferred Stock, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Convertible Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number as shall be sufficient for such purpose.

 

(f)                 No share or shares of Series B Convertible Preferred Stock acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to issue. The Corporation may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series B Convertible Preferred Stock accordingly.

 

 

 

      GREENESTONE HEALTHCARE CORPORATION  
           
           
Date: March 25, 2013   By: /s/ Shawn E. Leon  
        Name: Shawn E. Leon  
        Title: Chief Executive Officer  
               

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 3.2

 

AMENDED AND RESTATED

 

BY-LAWS OF

 

GREENESTONE HEALTHCARE CORPORATION

 

 

ARTICLE I

 

Section 1. The following paragraphs contain provisions for the regulation and management of Greenestone Healthcare Corporation, a Colorado corporation.

 

Section 2. In the event that there is a conflict between a provision of these By-Laws and a mandatory provision of the Articles of Incorporation of this corporation, then said mandatory provision of the Articles of Incorporation of this corporation shall control.

 

ARTICLE II

 

Place of Business

 

Section 1. The registered office of the corporation in the State of Colorado shall be 36 South 18th Avenue, Suite D, Brighton, CO 80601. The principal office of the corporation shall be at 5734 Yonge Street, Suite 300, Toronto A6 M2M 4E7, Canada. The foregoing designations shall be without prejudice to the power and right of the corporation to conduct and transact any of its affairs or business in other cities, states, territories, countries, or places.

 

Section 2. The registered agent of the corporation in the State of Colorado shall be InCorp Services Inc.  

 

Section 3. The registered office, principal place of business, or registered agent of the corporation may be changed from time to time in the manner prescribed by law without amending these By-Laws.

 

ARTICLE III

 

Officers

 

Section 1. Number .  The officers of this corporation may consist of a President, a Secretary, a Treasurer, and such other officers, including one or more Vice Presidents, and, if desired, a Chief Executive Officer, as may be appointed in accordance with the provisions of Section 3 of this Article. One person may hold any two of said offices, but no such officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws or by a resolution of the Board of Directors to be executed, acknowledged or verified by any two or more officers.

 

Section 2. Election, Term of Office and Qualifications . The officers of this corporation shall be chosen annually by the Board of Directors. Each officer, except such officer as may be appointed in accordance with the provisions of Section 3 of this Article, shall hold his office until his successors shall have been removed in the manner hereinafter provided.

 

 

 

 

 

 

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Section 3. Subordinate Officers . The Board of Directors may appoint such other officers to hold office for such period, have such authority and perform such duties as the Board of Directors may from time to time determine. The Board of Directors may delegate to any officer the power to appoint any such subordinate officers.

 

Section 4. Removal . Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Such removal shall be by vote of a majority of the whole Board of Directors at a regular meeting or a special meeting of the Board of Directors called for this purpose.

 

Section 5. Resignations . Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation.  Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

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 supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the shareholders and all meetings of the Board of Directors; and shall have general supervision over the affairs of the corporation and over the other officers.

 

Section 7. President . The President shall be the chief operating officer of the corporation. The President shall perform all duties incident to the office of the President; shall sign all stock certificates and written contracts of the corporation; and shall perform all such other duties as are assigned to him from time to time by resolution of the Board of Directors or the Chief Executive Officer.

 

Section 8. Vice President . In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to, all of the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

 

Section 9. Secretary . The secretary shall be sworn to the faithful discharge of his duty. He shall:

 

a.                   Keep the minutes of the meetings of the shareholders and of the Board of Directors in books provided for that purpose;

 

b.                  See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;

 

c.                   Be custodian of the records and of the seal of the corporation and see that such seal is affixed to all stock certificates prior to their issue and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws.

 

d.                  Have charge of the stock books of the corporation and keep or cause to be kept the stock and transfer books through a transfer agent or otherwise in such manner as to show at any time the amount of the stock of the corporation issued and outstanding, the manner in which and the time when

 

 

 

 

 

 

 

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such stock was paid for, the names, alphabetically arranged, and the addresses of the holders of record; and exhibit during the usual business hours of the corporation to any director, upon application, the original or duplicate stock ledger;

 

e.                   See that the books, reports, statements, certificates, and all other documents and records of the corporation required by law are properly kept and filed;

 

f.                   In general, perform all duties incident to the office of Secretary and such other duties as, from time to time, may be assigned to him by the Board of Directors or by the President.

 

Section 10. Treasurer . The Treasurer shall:

 

a.                   Have charge and custody of, and be responsible for, all funds and securities of the corporation;

 

b.                  Receive and give receipt for monies due and payable to the corporation from any source whatsoever;

 

c.                   In general, perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the Board of Directors or by the President.

 

Section 11. Salaries . Salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

 

ARTICLE IV

 

Directors

 

Section 1. General Powers . The business and affairs of this corporation and the management thereof shall be vested in a Board of Directors consisting of not less than one (1) or more than ten (10) members.

 

Section 2. Number and qualification . The number of directors of this corporation shall be not less than one (1) and not more than ten (10). The number of directors may be increased or decreased from time to time within the limits stated above by the action of the majority or the whole Board of Directors. Directors shall be elected for a term of one (1) year and shall serve until the election and qualification of their successors, unless they sooner resign. At the first annual meeting of the shareholders and at each annual meeting thereafter, the shareholders shall so elect directors to hold office until the next succeeding annual meeting. The directors need not be residents of the State of Colorado or shareholders of the corporation.

 

Section 3. Executive Committee . The Board of Directors by resolution passed by a majority of the whole Board may designate two or more of their number to constitute an executive committee, which shall have and exercise, subject to limitations, if any, as may be prescribed herein or by resolution of the Board of Directors, the powers of the Board of Directors and the management of the business and affairs of the corporation; provided such executive committee shall act only at such times as the Board of Directors is not in session and in no event to the exclusion of the Board of Directors at any time to act as a Board upon any business of the corporation.

 

 

 

 

 

 

 

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Section 4. Vacancy . Any director may resign at any time by giving written notice to the President or to the Secretary of the corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board of Directors may be filled by the affirmative majority vote of the whole Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A director chosen to fill a position resulting from a vacancy or an increase in the number of directors shall hold office until the next annual meeting of shareholders.

 

Section 5. Removal . Any director may be removed from office, either with or without cause, at any time, and another person may be elected to his place, to serve for the remainder of his term, at any special meeting of shareholders called for that purpose, by a majority of all of the shares of stock outstanding and entitled to vote. In case any vacancy so created shall not be filled by the shareholders at such meeting, such vacancy may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum.

 

Section 6. Meetings . The regular meeting of the Board of Directors shall be held immediately following the annual shareholder’s meeting. The Board of Directors shall meet at such other time or times as they may from time to time determine.

 

Section 7. Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.

 

Section 8. Place of Meetings . The Board of Directors may hold its meetings at such place or places within or without the State of Colorado as the Board may from time to time determine, or, with respect to its meetings, as shall be specified or fixed in respective notices or waivers of notice of such meetings.

 

Section 9. Special Meetings: Notice . Special meetings of the Board of Directors shall be held whenever called by the President or by two of the directors. Notice of the time and place of holding said special meeting of the Board of Directors shall be given to each director by either (i) registered mail, return receipt requested, deposited in the mail at least ten (10) days prior to the date of said special meeting, or (ii) guaranteed overnight delivery by a nationally-used courier service at least three (3) days prior to the date of said special meeting, or (iii) by e-mail, telex, facsimile copy or other electronic transmission sent at least forty-eight (48) hours prior to the time and date of such special meeting, provided that receipt is confirmed. Attendance of a director at such special meeting shall constitute a waiver of notice of such special meeting, except where a director attends the meeting for the express purpose of objecting to the transacting of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

 

Section 10. Presence of Meetings . Members of the Board, or of any committee thereof, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another. Participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting. 

 

 

 

 

 

 

 

 

 

 

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Section 11. Quorum and Manner of Acting . A majority of the members of the Board of Directors shall form a quorum for the transaction of business at any regular or special meeting of the Board of Directors. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If the vote of a lesser number is required for a specific act by the Articles of Incorporation, or by another provision of these By-Laws, then that lesser number shall govern. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum can be had.

 

Section 12. Compensation . By resolution of the Board of Directors, the directors may be paid their expenses, if any, for attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

 

Section 13. Election of Officers . At the first meeting of the Board of Directors after the annual election, the President, Vice President, and Secretary and Treasurer shall be elected to serve for the ensuing year and until the election of their respective successors, and an executive committee may be elected. Election shall be by ballot, and the majority of the votes cast shall be necessary to elect. Any vacancies that occur may be filled by the Board of Directors for the unexpired term. An officer may be removed at any time by the majority vote of the directors present at any regular or special meeting of said Board of Directors at which a quorum is present. The Board of Directors shall have the power to fill officer vacancies, create new officer positions, and adjust salaries of officers as said Board from time to time shall deem necessary, all in accordance with the Articles of Incorporation.

 

Section 14. Reporting . At each annual shareholder’s meeting, the directors shall submit a statement of business done during the preceding year, together with a report of the general financial condition of the corporation, and of the condition of its tangible property.

 

ARTICLE V

 

Books and Records

 

Section 1. The corporation shall keep either within or without the State of Colorado, complete books and records of account and shall keep minutes of the proceedings of its shareholders and the Board of Directors.

 

Section 2. The corporation shall keep at its registered office or principal place of business, 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 the shares held by each .

 

Section 3. The books, records of account, financial statements and other documents of the corporation shall be available to such persons who have been designated by law as having a right thereto, and said books, records of account, financial statements and documents shall be made available to such persons in the manner and in accordance with the procedures established by law.

 

 

 

 

 

 

 

 

 

 

 

 

 

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ARTICLE VI

 

Stock

 

Section 1. Authorization . The authorized shares of stock of the corporation shall be as provided by the Articles of Incorporation.  

 

Section 2. Stock Certificates and Transfers .

 

a.                   The interest of each shareholder of the Corporation shall be evidenced by certificates for shares of stock in such form as the appropriate officers of the Corporation may from time to time prescribe; provided that the Board of Directors may provide by resolution or resolutions that all or some of all classes or series of the stock of the Corporation shall be represented by uncertificated shares. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman of the Board of Directors, or the President or any other authorized officer and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

 

b.                  The certificates of stock shall be signed, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in .pdf, facsimile, or other electronic format. In case any officer, transfer agent or registrar who has signed or whose electronic signature has been placed upon a certificate has 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 he were such officer, transfer agent or registrar at the date of issue.

 

c.                   Transfers of shares shall be made only upon the share transfer books of the Corporation, kept at the registered office of the Corporation or at its principal place of business, or at the office of its transfer agent or registrar, and before a new certificate is issued the old certificate shall be surrendered for cancellation. The Board of Directors may, by resolution, open a share register in any state or country, and may employ an agent or agents to keep such register, and to record transfers of shares therein.

 

d.                  Shares shall be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificate or an assignment separate from certificate, or by a written power of attorney to sell, assign and transfer the same, signed by the holder of said certificate. No shares of stock shall be transferred on the books of the Corporation until the outstanding certificates therefor have been surrendered to the Corporation. The Board of Directors may, by resolution, adopt appropriate procedures to allow transfers of shares, the certificates for which have been lost, stolen, mutilated or destroyed.

 

Section 3. Restrictions on Transfer . All certificates representing unregistered shares of the Corporation shall bear an appropriate restrictive legend on the face of the certificate or on the reverse of the certificate.

 

Section 4. Lost, Stolen or Destroyed Certificates . No certificate for shares or

 

 

 

 

 

 

 

 

 

 

 

 

 

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uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or its designee may in its or his discretion require.

 

Section 5. Treasury Shares . Treasury shares of stock shall be held by the corporation subject to the disposal of the Board of Directors and shall neither vote nor participate in dividends.

 

Section 6. Lien . The corporation shall have a first lien on all shares of its stock and upon all dividends declared upon same for any indebtedness of the respective holders thereof of the corporation.

 

Section 7. Consideration and Payment for Shares .  Shares having a par value shall be issued for such consideration, expressed in dollars but not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. Shares without par value shall be issued for such consideration expressed in dollars as shall be fixed from time to time by the Board of Directors. Treasury shares shall be disposed of for such consideration expressed in dollars as may be fixed from time to time by the Board of Directors. Such consideration may consist, in whole or in part, of money, other property, tangible or intangible, or labor or services actually performed for the corporation, but neither promissory notes nor future services shall constitute payment or part payment for shares.

 

ARTICLE VII

 

Shareholders

 

Section 1. Annual Meeting . The regular meeting of the shareholders of the corporation shall be held at a time and place to be designated by the President, Vice President, or the Board of Directors, provided, however, that whenever such day shall fall upon a Sunday or a legal holiday, the meeting shall be held on the next succeeding business day. At the regular annual meeting of the shareholders, the directors for the ensuing year shall be elected.  The officers of the corporation shall present their annual reports and the Secretary shall have on file for inspection and reference, an authentic list of the shareholders, giving the amount of stock held by each as shown by the stock books of the corporation ten (10) days before the annual meeting.

 

Section 2. Special Meeting .  Special meetings of the shareholders may be called at any time by the President, any member of the Board of Directors, or by the holders of not less than ten (10%) percent of all of the shares entitled to vote at said special meeting.  The Board of Directors may designate any place as the place for any annual meeting or for any special meeting called by the Board of Directors.  If a special meeting shall be called otherwise than by the Board of Directors, the place of meeting shall be the principal office of the corporation.

 

Section 3. Notice of Meetings .  Written or printed notice stating the place, day and hour of the meeting, and in case of special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, or by mail, by or at the discretion of the President, the Secretary, or the director or the person calling the meeting, to each shareholder of record entitled to vote at such meeting, except that if the authorized capital stock is to be increased, at least thirty (30) days notice shall be given. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mails and addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

 

 

 

 

 

 

 

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Section 4. Closing Transfer Books .  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shares for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for any stated period not exceeding seventy (70) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of such shareholders, such date in any case to be not more than seventy (70) days and in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, or shareholders entitled to receive payment of a dividend, the day on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such a determination shall apply to any adjournment thereof. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of shareholders entitled to vote at any such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

 

Section 5. Election of Directors . At each annual meeting of the shareholders of the corporation, the directors shall be elected who shall serve until their successors are duly elected and qualified, unless they sooner resign. Election of directors shall be by such of the shareholders as attend the annual meeting, either in person or by proxy, provided that if the majority of stock is not represented, said meeting may be adjourned by the shareholders present for a period not exceeding sixty (60) days at any one adjournment. At each election of directors, cumulative voting shall not be allowed. In the election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the board of directors.

 

Section 6. Quorum . One-third of the outstanding stock entitled to vote at the meeting exclusive of treasury stock, shall be necessary to constitute a quorum at meetings of the shareholders. If a quorum is present at any meeting, a matter other than the election of directors shall be approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater number is required by the Articles of Incorporation of the Company. In the absence of a quorum, those present may adjourn the meeting from day to day but not exceeding sixty (60) days.

 

Section 7. Proxies . Any shareholder entitled to vote may be represented at any regular or special meeting of the shareholders by a duly executed proxy.

 

ARTICLE VIII

 

Waiver of Notice

 

Section 1. Directors and Officers .  Unless otherwise provided by law, whenever any notice is required to be given to any director or officer of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person

 

 

 

 

 

 

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or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

Section 2. Shareholders . No notice of the time, place or purpose of any annual, regular, or special meeting of the shareholders need be given if all shareholders of record on the date said meeting is held waive such notice in writing either before or after the regular, or special meeting of the shareholders, such meeting shall be deemed to have been legally and duly called, noticed, held, and conducted.

 

ARTICLE IX

 

Action Without a Meeting

 

Section 1. Any action required or permitted by the Colorado Business Corporation Act, the Articles of Incorporation, or by these By-Laws, to be taken at a shareholder’s meeting may be taken without a meeting if (1) all of the shareholders entitled to vote thereon consent to such action in writing; or (2) the shareholders holding 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 of the shares entitled to vote thereon were present and voted consent to such action in writing. If action is taken by the shareholders without a meeting with less than unanimous consent of all shareholders entitled to vote upon such action, the corporation or the shareholders taking the action shall, upon receipt by the corporation of all writings necessary to effect the action, give notice of the action to all shareholders who were entitled to vote upon the action but who have not consented to the action in the manner provided for herein. The notice shall contain or be accompanied by the same material, if any, that would have been required under the Colorado Business Corporations Act to be given to shareholders in or with a notice of the meeting at which the action would have been submitted to the shareholders.

 

Section 2. Any action required or permitted by the Colorado Business Corporation Act, the Articles of Incorporation, or by these By-Laws to be taken at a board of directors’ meeting may be taken without a meeting if all members of the board consent to such action in writing.  Action is taken under this section at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked the director’s consent by a writing signed by the director and received by the secretary or any other person authorized by the bylaws or the board of directors to receive such a revocation. Action under this section is effective at the time it is taken as provided hereinabove, unless the directors establish a different effective date. Action taken pursuant to this section has the same effect as action taken at a meeting of directors and may be described as such in any document.

 

ARTICLE X

 

Contract, Loans, Checks and Deposits

 

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

 

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

 

Section 3. Checks, Drafts, Etc . All checks, drafts or other orders for the payment of

 

 

 

 

 

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money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

 

Section 4. Deposits . All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

 

ARTICLE XI

 

Execution of Instruments

 

Section 1. Execution of Instruments . The Chief Executive Officer or President shall have power to execute on behalf and in the name of the corporation any deed, contract, bond, debenture, note or other obligations or evidences or indebtedness, or proxy, or other instrument requiring the signature of an officer of the corporation, except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.  Unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

 

Section 2. Checks and Endorsements .  All checks and drafts upon the funds to the credit of the corporation in any of its depositories shall be signed by such of its officers or agents as shall from time to time be determined by resolution of the Board of Directors which may provide for the use of facsimile signatures under specified conditions, and all notes, bills receivable, trade acceptances, drafts, and other evidences of indebtedness payable to the corporation shall, for the purposes of deposit, discount or collection, be endorsed by such officers or agents of the corporation or in such manner as shall from time to time be determined by resolution of the Board of Directors.

 

ARTICLE XII

 

Conflicts of Interest

 

The Corporation may enter into contracts and otherwise transact business as vendor, purchaser, or otherwise, with its directors and officers and with corporations, associations, firms, and entities in which they are or may be or become interested as directors, officers, shareholders, members, or otherwise, as freely as though such adverse interest did not exist, even though the vote, action, or presence of such director or officer may be necessary to obligate the Corporation upon such contracts or transactions; and, in the absence of fraud, no such contract or transaction shall be voided and no such director or officer shall be held liable to account to the Corporation, by reason of such adverse interests or by reason of any fiduciary relationship to the Corporation arising out of such office or stock ownership, for any profit or benefit realized through any such contract or transaction; provided that in the case of directors, such director disclosed such directors’ interest in the transaction and otherwise makes any disclosures required by applicable law or these By-Laws, and in the case of officers of the Corporation the nature of the interest of such officer, be disclosed or known to the Board of Directors of the Corporation. Officers need make no disclosure under this article when their interest is less than or equal to five percent (5%) of the voting power or control of the other corporation, association, firm or entity. The Board of Directors may create a committee of independent directors to review and render its advice on conflict of interest transactions, including compensation decisions.

 

 

 

 

 

 

 

 

 

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ARTICLE XIII

 

Indemnification of Officers and Directors

 

Section 1. As used in this Article:

 

a.                   “Corporation” includes any domestic or foreign predecessor entity of the corporation in a merger, consolidation, or other transaction in which the predecessor’s existence ceased upon consummation of the transaction.

 

b.                  “Director” means an individual who is or was a director of a corporation and an individual who, while a director of a corporation is or was serving at the corporation’s request as a director, officer, partner, trustee, employee, or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, or employee benefit plan. A director shall be considered to be serving an employee benefit plan at the corporation’s request if his duties to the corporation also impose duties on or otherwise involve services by him to the plan or to participants in or beneficiaries of the plan.

 

c.                   “Expenses” includes attorney fees.

 

d.                  “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expense incurred with respect to a proceeding.

 

e.                   “Official capacity”, when used with respect to a director, means the office of director in the corporation, and, when used with respect to an individual other than a director, means the office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. “Official capacity” does not include service for any other foreign or domestic corporation or for any partnership, joint venture, trust, other enterprise, or employee benefit plan.

 

f.                   “Party” includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.

 

g.                   “Proceeding” means any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

 

Section 2.

 

a.                   Except as provided in paragraph (d) of this Section 2, the corporation may indemnify against liability incurred in any proceeding an individual made a party to the proceeding because he is or was a director if: (I) He conducted himself in good faith; (II) He reasonably believed: A.) In the case of conduct in his official capacity with the corporation, that his conduct was in the corporation’s best interests; or B.) In all other cases, that his conduct was at least not opposed to the corporation’s best interests; and (III) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

 

b.                  A director’s conduct with respect to an employee benefit plan for a purpose he reasonably

 

 

 

 

 

 

 

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believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirements of sub-subparagraph (b) of subparagraph (II) of paragraph (a) of this Section 2. A director’s conduct with respect to an employee benefit plan for a purpose that he did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of subparagraph (I) of paragraph (a) of this Section 2.

 

c.                   The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not of itself determinative that the individual did not meet the standard of conduct set forth in paragraph (a) of this Section 2.

 

d.                  The corporation may not indemnify a director under this Section 2 either: (I) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (II) In connection with any proceeding charging improper personal benefit to the director, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

 

e.                   Indemnification permitted under this Section 2 in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

 

Section 3. The corporation shall be required to indemnify a person who is or was a director of the corporation and who was wholly successful, on the merits or otherwise, in defense of any proceeding to which he was a party, against reasonable expenses incurred by him in connection with the proceeding.

 

Section 4. A director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:

 

a.                   If it determines the director is entitled to mandatory indemnification under subsection (3) of this section, the court shall order indemnification in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification.

 

b.                  If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standard of conduct set forth in paragraph (a) of Section 2 of this Article or was adjudged liable in the circumstances described in paragraph (d) of Section 2 of this Article, the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in paragraph (d) of Section 2 of this Article is limited to reasonable expenses incurred.

 

Section 5.  The corporation may not indemnify a director under Section 2 of this Article unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in paragraph (a) of said subsection.

 

a.                   The determination required to be made by paragraph (a) of this Section 5 shall be made: (I) By the Board of Directors by a majority vote of a quorum, which quorum shall consist of directors not parties to the proceeding; or (II) If a quorum cannot be obtained, by a majority vote of a committee of the

 

 

 

 

 

 

 

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Board designated by the Board, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee.

 

b.                  If the quorum cannot be obtained or the committee cannot be established under paragraph (b) of this Section 5, or even if a quorum is obtained or a committee designated if such quorum or committee so directs, the determination required to be made by paragraph (a) of this Section 5 shall be made: (I) By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in subparagraph (I) or (II) of paragraph (b) of this Section 5 or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board; or (II) By the shareholders.

 

c.                   Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible; except that, if the determination that indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by the body that selected said counsel.

 

Section 6. The corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of the final disposition of the proceeding if:

 

a.                   The director furnishes the corporation a written affirmation of his good-faith belief that he has met the standard of conduct described in subparagraph (I) of paragraph (a) of Section 2 of this Article;

 

b.                  The director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is determined that he did not meet such standard of conduct; and

 

c.                   A determination is made that the facts then known to those making the determination would not preclude indemnification under this Section 6.

 

d.                  The undertaking required by paragraph b. of this Section 6 shall be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to financial ability to make repayment.

 

Section 7.

 

a.                   An officer of the corporation who is not a director is entitled to mandatory indemnification pursuant to Section 3 of this Article and is entitled to apply for court-ordered indemnification pursuant to Section 4 of this Article in each case to the same extent as a director;

 

b.                  The corporation may indemnify and advance expenses pursuant to Section 6 of this Article to an officer, employee, or agent of the corporation who is not a director to the same extent as a director; and

 

c.                   The corporation may indemnify and advance expenses to an officer, employee, or agent of the corporation who is not a director to a greater extent if consistent with law and if provided for by resolution of its shareholders or directors, or in a contract.

 

 

 

 

 

 

 

 

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Section 8. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, fiduciary, or agent of the  corporation and who, while a director, officer, employee, fiduciary, or agent of the corporation is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against or 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.

 

Section 9. Any indemnification of or advance of expenses to a director in accordance with this Article, if arising out of a proceeding by or on behalf of the corporation, shall be reported in writing to the shareholders with or before the notice of the next shareholders’ meeting.

 

ARTICLE XIV

 

Miscellaneous

 

Section 1. Corporate Seal .  The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, and the words “Corporate Seal”.

 

Section 2. Fiscal Year . The fiscal year of the corporation shall be as established by the Board of Directors.

 

Section 3. Amendments . Subject to repeal or change by action of the shareholders, the Board of Directors shall have the power to alter, amend, or repeal the by-laws of the corporation and to make and adopt new by-laws at any regular meeting of the Board or at any special meeting called for that purpose.

 

Section 4. Dividends . The Board of Directors may, from time to time, declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

 

ADOPTED BY THE BOARD OF DIRECTORS , this 4 th day of March, 2013.

 

 

 

 

 

/s/ Shawn E. Leon   /s/ Dr. Luke Fazio
Shawn E. Leon, Chairmain and CEO   Dr. Luke Fazio, Board Member
       
       
       
       
/s/ Michael Howlett    
Michael Howlett, Board Member    

 

 

 

 

 

 

 

 

 

 

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