GOAI 8-K
Eva Live Inc (GOAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since the last report)
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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 20, 2026, on August 17, 2026, the Company entered into a new Executive Employment Agreement (the “Employment Agreement”) with David Boulette, the Company’s Chief Executive Officer. Pursuant to the terms of the Employment Agreement, on September 25, 2026, the Company issued 200,000 shares of its Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to Mr. Boulette.
ITEM 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Articles of Incorporation
On September 23, 2026, the Company filed an Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada. The A&R Articles modernize and conform the Company’s existing articles of incorporation (the “Existing Articles”) to current Nevada law and update standard corporate governance provisions, and do not change the Company’s authorized capital stock. The amendments effected by the A&R Articles, among other things, included the following principal changes:
Declassification of the Board of Directors. The A&R Articles eliminate the classified board structure. Under the A&R Articles, the Board shall consist of at least one (1) and not more than thirteen (13) directors, with the exact number fixed as provided in the Bylaws, and all directors will be subject to annual election.
Removal of Directors Only for Cause. The Existing Articles did not contain a specific provision addressing director removal. The A&R Articles provide that any director, or the entire Board, may be removed from office only for cause and only by the affirmative vote of at least sixty-six and two-thirds percent (66.67%) of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors. “Cause” is defined as (i) conviction of a felony, (ii) declaration of unsound mind by a court of competent jurisdiction, (iii) gross dereliction of duty, or (iv) commission of an act involving moral turpitude that is materially injurious to the Company. This provision may have the effect of making it more difficult to change the composition of the Board and could discourage or delay an attempt to acquire control of the Company.
Director and Officer Liability and Indemnification. The Existing Articles contained an exculpation provision applicable only to directors, with specific carve-outs for breach of the duty of loyalty, bad faith, intentional misconduct, knowing violations of law, liability under NRS §174, and transactions involving improper personal benefit. The A&R Articles replace this provision with a broader formulation that eliminates or limits the personal liability of both directors and officers to the fullest extent permitted by the NRS, with an automatic ratchet providing that liability will be further eliminated or limited to the fullest extent permitted if the NRS is subsequently amended. The A&R Articles also modernize the indemnification and advancement provisions to cover expenses incurred by officers and directors (including persons who served in such capacities for predecessor entities and affiliates) and to provide for mandatory advancement of expenses upon receipt of an undertaking to repay. Any repeal or modification of these provisions is prospective only and may not adversely affect existing rights.
Anti-Takeover Statute Elections. The Existing Articles did not address Nevada’s anti-takeover statutes. The A&R Articles expressly elect for the Company to be governed by (i) the Nevada Control Share Acquisition Statute (NRS §78.378 through §78.3793, inclusive), which provides that a person who acquires “control shares” in a “control share acquisition” may not exercise voting rights with respect to such shares unless approved by the Company’s stockholders, and (ii) the Nevada Business Combination Statute (NRS §78.411 through §78.444, inclusive), which restricts certain business combinations between the Company and an “interested stockholder” (generally, a holder of 10% or more of the Company’s voting power) unless the Board approved the transaction prior to the stockholder becoming an interested stockholder, a majority of disinterested stockholders approve, or fair value requirements are satisfied. These elections may have the effect of discouraging, delaying, or preventing a change in control of the Company.
Exclusive Board Authority over Bylaws. Under the Existing Articles, the Board was authorized to make, alter, amend, or repeal the Bylaws, subject to any restrictions or limitations under the NRS. The A&R Articles grant the Board the exclusive power to make, amend, alter, or repeal the Bylaws pursuant to NRS 78.120, which eliminates any concurrent stockholder right to amend the Bylaws. This change consolidates bylaw amendment authority with the Board and may limit the ability of stockholders to effect governance changes through bylaw amendments.
Exclusive Forum Selection. The Existing Articles did not contain a forum selection provision. The A&R Articles designate the state or federal courts located in Washoe County, Nevada as the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee to the Company or its stockholders, (iii) any action asserting a claim arising under the NRS or the Articles or Bylaws, and (iv) any action asserting a claim governed by the internal affairs doctrine. Any person acquiring shares of the Company’s capital stock is deemed to have consented to this provision. This forum selection provision does not apply to claims arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. This provision may limit investors’ ability to bring claims in judicial forums that they find favorable and may discourage certain lawsuits.
Removal of Certain Legacy Provisions. The A&R Articles remove certain provisions from the Existing Articles that are either governed by the NRS and the Bylaws as a matter of law or are no longer necessary, including: the provision permitting stockholder meetings and corporate books to be held or kept outside Nevada (governed by the NRS); the compromise or arrangement provision (governed by the NRS); the management provision granting the Board control over stockholder inspection of books and records (governed by the NRS); and the express consent to stockholder action by written consent (permitted under the NRS without a charter provision). The removal of these provisions is not intended to limit any rights that stockholders or the Board may have under applicable law.
Series A Preferred Stock
On September 23, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, designating 1,000,000 shares of Series A Preferred Stock.
The Series A Preferred Stock has the rights, preferences, and privileges set forth in the Certificate of Designation. The following is a summary of the material terms of the Series A Preferred Stock.
Stated Value. The stated value of the Series A Preferred Stock is $0.0001 per share.
Conversion. Each holder of Series A Preferred Stock may convert any or all of such holder’s shares of Series A Preferred Stock into common stock at a conversion rate of 150 shares of common stock for each one share of Series A Preferred Stock surrendered for conversion.
Dividend. The Series A Preferred Stock does not carry mandatory dividend rights.
Voting Rights. Except as otherwise provided in the Certificate of Designation or required by applicable law, the Series A Preferred Stock does not have voting rights. However, so long as any shares of Series A Preferred Stock remain outstanding, the Company may not, without the written consent or affirmative vote of the holders of a majority of the then-outstanding shares of Series A Preferred Stock, take certain actions that would adversely affect the powers, preferences, rights, privileges or restrictions of the Series A Preferred Stock, including adverse amendments to the Certificate of Designation, the Company’s articles of incorporation or bylaws, or the filing of any certificate of designation for another series of preferred stock that would have such an adverse effect. The Company also may not enter into any agreement to take any such action without the same majority approval.
Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, each holder of Series A Preferred Stock is entitled to receive, before any distribution to holders of common stock, a preferential cash amount equal to the stated value of each share of Series A Preferred Stock held by such holder.
Adjustments. The Certificate of Designation provides for customary proportionate adjustments to the conversion rate upon stock dividends, subdivisions, combinations, or reclassifications of the Company’s common stock.
Amended and Restated Bylaws
Effective September 23, 2026, the Board of Directors of the Company adopted amended and restated bylaws (the “A&R Bylaws”), which replaced the Company’s prior bylaws in their entirety. The A&R Bylaws modernize the Company’s governance framework and conform to the Company’s A&R Articles. The amendments effected by the A&R Bylaws, among other things, included the following principal changes:
Annual and Special Meetings. The A&R Bylaws provide that annual meetings of stockholders shall be held on a date and time fixed by the Board of Directors. Special meetings of stockholders may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the total number of directors then in office, or by the Chairman of the Board of Directors or the Chief Executive Officer, and may not be called by any other person, including stockholders.
Advance Notice Requirements. The A&R Bylaws establish advance notice requirements and procedures for stockholder nominations of persons for election to the Board of Directors, including requirements for timely notice, proper written form, and compliance with Rule 14a-19 under the Exchange Act.
Board of Directors. The A&R Bylaws provide that the number of directors shall be at least one (1) and not more than thirteen (13), with the exact number fixed by the Board of Directors. Directors are elected at each annual meeting to serve until the next succeeding annual meeting. Consistent with the A&R Articles, any director may be removed only for cause and only by the affirmative vote of at least sixty-six and two-thirds percent (66.67%) of the outstanding shares of capital stock entitled to vote generally in the election of directors. Vacancies on the Board of Directors shall be filled solely by the affirmative vote of a majority of the remaining directors then in office.
Exclusive Board Authority over Bylaws. Consistent with the A&R Articles, the Board of Directors has the exclusive power to amend or repeal the A&R Bylaws, or to adopt new bylaws.
The foregoing descriptions of the A&R Articles, the Certificate of Designation and the A&R Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Articles, which is filed as Exhibit 3.1, the full text of the Certificate of Designation, which is filed as Exhibit 3.2, and the full text of the A&R Bylaws, which is filed as Exhibit 3.3, to this Current Report on Form 8-K and each of which is incorporated herein by reference.
Item 8.01 Other Events.
In September 2026, the Company moved its headquarters to 8488 Rozita Lee Ave Building 3, Las Vegas, NV 89113. The Company’s telephone number remains the same, (310) 229-5981.
ITEM 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Articles of Incorporation | |
| 3.2 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock | |
| 3.3 | Amended and Restated Bylaws | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EVA LIVE INC. | |||
| September 29, 2026 | By: | /s/ David Boulette | |
| Date | David Boulette | ||
| President and CEO | |||
Exhibit 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
AFTER ISSUANCE OF STOCK
OF
Eva LIVE inc.
ARTICLE I
NAME
The name of the corporation shall be Eva Live Inc. (hereinafter, the “Corporation”).
ARTICLE II
REGISTERED OFFICE
The registered office of the Corporation shall be 701 S. Carson Street, Suite 200, Carson City, NV 89701. The registered agent of the Corporation shall be VCorp Services, LLC, 701 S. Carson Street, Suite 200, Carson City, NV 89701. The Corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.
ARTICLE III
CAPITAL STOCK
Section 1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is three hundred five million (305,000,000) shares, consisting of two classes to be designated, respectively, “Common Stock” and “Preferred Stock,” with all of such shares having a par value of $0.0001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is three hundred million (300,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is five million (5,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this Article III.
Section 2. Common Stock.
(a) Dividend Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by these Articles of Incorporation, as amended from time to time (hereinafter, the “Articles”) or the Nevada Revised Statues (hereinafter, the “NRS”), the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors out of assets legally available therefor.
(b) Voting Rights. Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.
(c) Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation’s assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation’s assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.
(d) No Conversion, Redemption, or Preemptive Rights. The holders of Common Stock shall not have any conversion, redemption, or preemptive rights.
(e) Consideration for Shares. The Common Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.
Section 3. Preferred Stock. The board of directors is expressly authorized to issue, from time to time, in one or more series, shares of Preferred Stock and, in the resolution or resolutions providing for such issue, establish for each such series the number of shares, the designations, powers, privileges, preferences and rights, if any, of the shares of such series, and the qualifications, limitations and restrictions, if any, of such series, to the fullest extent permitted by the Nevada Revised Statutes as the same exists or may hereafter be amended. The board of directors is also expressly authorized (unless forbidden in the resolution or resolutions providing for such issue) to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.
Section 4. Non-Assessment of Stock. The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.
ARTICLE IV
DIRECTORS AND OFFICERS
Section 1. Number of Directors. The members of the governing board of the Corporation are styled as directors. The board of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board of directors shall consist of at least one (1) individual and not more than thirteen (13) individuals. The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the Corporation.
Section 2. Removal of Directors. Subject to the rights of holders of any series of Preferred Stock to elect additional directors, any director, or the entire board of directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds precent (66.67%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. For purposes of this Section 3, “cause” means (i) conviction of a felony, (ii) declaration of unsound mind by a court of competent jurisdiction, (iii) gross dereliction of duty, or (iv) commission of an act involving moral turpitude that is materially injurious to the Corporation.
Section 3. Limitation of Liability. The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the NRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time.
Section 4. Payment of Expenses. In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member, manager, or managing member of a predecessor limited liability company or affiliate of such limited liability company or while serving in any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an officer or director is successful on the merits in defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder.
Section 5. Repeal And Conflicts. Any repeal or modification of Sections 4 or 5 above approved by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Sections 4 or 5 above and any other Article of the Articles, the terms and provisions of Sections 3 or 4 above shall control.
ARTICLE V
TRANSACTIONS WITH STOCKHOLDERS; ANTI-TAKEOVER PROVISIONS
Section 1. Control Share Acquisitions. The Corporation expressly elects to be governed by the provisions of NRS.§78.378 through NRS.§78.3793, inclusive, generally known as the “Control Share Acquisition Statute.” No person who acquires Control Shares (as defined in NRS.§78.3785) in a Control Share Acquisition (as defined in NRS.§78.3787) shall have voting rights with respect to such Control Shares except to the extent approved by a vote of the stockholders of the Corporation in accordance with NRS.§78.3793).
Section 2. Combinations With Interested Stockholders. The Corporation expressly elects to be governed by the provisions of NRS §78.411 through NRS §78.444, inclusive, generally known as the “Nevada Business Combination Statute.” Any combination (as defined in NRS.§78.416) between the Corporation and an interested stockholder (as defined in NRS.§78.423) shall be subject to the restrictions set forth in NRS.§78.411 through NRS.§78.444, inclusive, and shall require either (i) approval by the board of directors prior to the date the interested stockholder first acquired ten percent (10%) or more of the voting power of the Corporation, or (ii) approval by the affirmative vote of the holders of stock representing a majority of the outstanding voting power not beneficially owned by the interested stockholder, or (iii) satisfaction of the fair value and other requirements set forth in NRS.§78.441 through NRS.§78.444.
ARTICLE VI
BYLAWS
The board of directors is expressly granted the exclusive power to make, amend, alter, or repeal the bylaws of the Corporation pursuant to NRS 78.120.
ARTICLE VII
CHOICE OF LAW; FORUM
The state or federal courts located in Washoe County, Nevada shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the Nevada Revised Statutes, the Articles of Incorporation, or the Bylaws of the Corporation; or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article VII. Any and all such actions shall be governed by and construed in accordance with the internal laws of the State of Nevada without reference to principles of conflicts of laws.
IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be executed in its name by its Chief Executive Officer on September 22, 2026.
| /s/ David Boulette | |
| David Boulette |
These Amended and Restated Articles of Incorporation for Eva Live Inc. have been approved by the written consent of shareholders holding 23,245,947 shares of common stock which represents approximately 58.12% of the voting power held by shareholders entitled to vote.
Exhibit 3.2
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES A CONVERTIBLE PREFERRED STOCK
The undersigned, Chief Executive Officer and President of EVA LIVE INC., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation on August 17, 2026;
WHEREAS, the Board of Directors is authorized within the limitations and restrictions stated in the Articles of Incorporation of the Corporation, as amended, to provide by resolution or resolutions for the issuance of Five Million (5,000,000) shares of Preferred Stock, par value $0.0001 per share, of the Corporation, in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Corporation’s Board of Directors shall fix by resolution or resolutions providing for the issuance thereof duly adopted by the Board of Directors; and
WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to authorize and fix the terms of a series of Preferred Stock and the number of shares constituting such series;
NOW, THEREFORE, BE IT RESOLVED:
Section 1. Designation and Authorized Shares. The Corporation shall be authorized to issue One Million (1,000,000) shares of Series A Preferred Stock, par value $ 0.0001 per share (the “Series A Preferred Stock”).
Section 2. Stated Value. Each share of Series A Preferred Stock shall have a stated value of $ 0.0001 per share (as subject to adjustment in the case of any stock splits, stock combination or similar recapitalization affecting the Series A Preferred Stock as set forth herein) (the “Stated Value”).
Section 3. Liquidation.
(a) Upon the liquidation, dissolution or winding up of the business of the Corporation, whether voluntary or involuntary, each holder of Series A Preferred Stock shall be entitled to receive, for each share thereof, out of assets of the Corporation legally available therefor, a preferential amount in cash equal to (and not more than) the Stated Value. All preferential amounts to be paid to the holders of Series A Preferred Stock in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Corporation to the holders of (i) any other class or series of capital stock whose terms expressly provide that the holders of Series A Preferred Stock should receive preferential payment with respect to such distribution (to the extent of such preference) and (ii) the Corporation’s Common Stock. If upon any such distribution the assets of the Corporation shall be insufficient to pay the holders of the outstanding shares of Series A Preferred Stock (or the holders of any class or series of capital stock ranking on a parity with the Series A Preferred Stock as to distributions in the event of a liquidation, dissolution or winding up of the Corporation) the full amounts to which they shall be entitled, such holders shall share ratably in any distribution of assets in accordance with the sums which would be payable on such distribution if all sums payable thereon were paid in full.
(b) Any distribution in connection with the liquidation, dissolution or winding up of the Corporation, or any bankruptcy or insolvency proceeding, shall be made in cash to the extent possible. Whenever any such distribution shall be paid in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board of Directors of the Corporation.
Section 4. Voting. Except as otherwise provided herein or as otherwise required by the Nevada Revised Statutes (the “NRS”), the Series A Preferred Stock shall have no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Articles of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of Preferred Stock, in each case if any such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Articles of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, or (ii) enter into any agreement with respect to any of the foregoing. Any vote required or permitted hereunder or required by applicable law may be taken at a meeting of the Holders or through an action by written consent in lieu of such meeting in accordance with the applicable provisions of the NRS.
Section 5. Conversion.
(a) Conversion Right. Each holder of Series A Preferred Stock may, from time to time, convert any or all of such holder’s shares of Series A Preferred Stock into fully paid and non-assessable shares of Common Stock in an amount equal to such number of shares which is equal to one hundred and fifty (150) for each one (1) share of Series A Preferred Stock surrendered.
(b) Conversion Procedure. In order to exercise the conversion privilege under this Section 5, the holder of any shares of Series A Preferred Stock to be converted shall give written notice to the Corporation at its principal office that such holder elects to convert such shares of Series A Preferred Stock or a specified portion thereof into shares of Common Stock as set forth in such notice (the “Conversion Notice”, and such date of delivery of the Conversion Notice to the Corporation, the “Conversion Notice Delivery Date”). Within one (1) business days following the Conversion Notice Delivery Date, the Corporation shall issue and deliver a certificate or certificates representing the number of shares of Common Stock determined pursuant to this Section 5 (the “Share Delivery Date”). In case of conversion under this Section 5 of only a part of the shares of Series A Preferred Stock represented by a certificate surrendered to the Corporation, the Corporation shall issue and deliver a new certificate for the number of shares of Series A Preferred Stock which have not been converted, upon receipt of the original certificate or certificates representing shares of Series A Preferred Stock so converted. Until such time as the certificate or certificates representing shares of Series A Preferred Stock which have been converted are surrendered to the Corporation and a certificate or certificates representing the Common Stock into which such shares of Series A Preferred Stock have been converted have been issued and delivered, the certificate or certificates representing the shares of Series A Preferred Stock which have been converted shall represent the shares of Common Stock into which such shares of Series A Preferred Stock have been converted. The Corporation shall pay all documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock issuable upon conversion of the Series A Preferred Stock.
Section 6. Other Provisions.
(a) Reservation of Common Stock. The Corporation shall at all times reserve from its authorized Common Stock a sufficient number of shares to provide for conversion of all Series A Preferred Stock from time to time outstanding.
(b) Record Holders. The Corporation and its transfer agent, if any, for the Series A Preferred Stock may deem and treat the record holder of any shares of Series A Preferred Stock as reflected on the books and records of the Corporation as the sole true and lawful owner thereof for all purposes, and neither the Corporation nor any such transfer agent shall be affected by any notice to the contrary.
Section 7. Restriction and Limitations. Except as expressly provided herein or as required by law so long as any shares of Series A Preferred Stock remain outstanding, the Corporation shall not, without the vote or written consent of the holders of at least a majority of the then outstanding shares of the Series A Preferred Stock, take any action which would adversely and materially affect any of the preferences, limitations or relative rights of the Series A Preferred Stock.
Section 8. Certain Adjustments. If the Corporation, at any time while the Series A Preferred Stock is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation pursuant to the conversion of the Series A Preferred Stock), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, each share of Series A Preferred Stock shall receive such consideration as if such number of shares of Series A Preferred had been, immediately prior to such foregoing dividend, distribution, subdivision, combination or reclassification, the holder of the number of shares of Common Stock into which it could convert at such time. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 22nd day of September 2026.
| By: | /s/ David Boulette | |
| Name: | David Boulette | |
| Title: | President and Chief Executive Officer |
Exhibit 3.3
AMENDED AND RESTATED
BYLAWS OF EVA LIVE, INC.
ARTICLE I
OFFICES
Section 1.1. Registered Agent and Office. The registered agent of the Corporation (the “Corporation”) shall be as set forth in the Corporation’s articles of incorporation, as amended or restated (the “Articles of Incorporation”) and the registered office of the Corporation shall be the street office of that agent. The board of directors of the Corporation (the “Board of Directors”) may at any time change the Corporation’s registered agent or office by making the appropriate filing with the Nevada Secretary of State (“SOS”).
Section 1.2. Principal Office. The principal office of the Corporation shall be at such place within or without the State of Nevada as shall be fixed from time to time by the Board of Directors.
Section 1.3. Other Offices. The Corporation may also have other offices, within or without the State of Nevada, as the Board of Directors may designate, as the business of the Corporation may require, or as may be desirable.
Section 1.4. Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be maintained on any information storage device or method that can be converted into clearly legible paper form within a reasonable time. The Corporation shall convert any records so kept on the written request of any person entitled to inspect such records pursuant to applicable law.
ARTICLE II
STOCKHOLDERS
Section 2.1. Place of Meeting. Meetings of the stockholders shall be held either at the principal office of the Corporation or at any other place, within or without the State of Nevada, as shall be fixed by the Board of Directors and designated in the notice of the meeting or executed waiver of notice. The Board of Directors may determine, in its discretion, that any meeting of the stockholders may be held solely by means of electronic communication in accordance with Section 2.2.
Section 2.2. Participation by Remote Communication. Stockholders not physically present at a meeting of the stockholders may participate in the meeting by remote communication, including (without limitation) electronic communication, videoconference, teleconference, or other available technology if the Corporation implements reasonable measures to:
(a) Verify the identity of each stockholder participating by remote communication.
(b) Provide the stockholders a reasonable opportunity to participate and vote, including an opportunity to communicate and read or hear the proceedings in a substantially concurrent manner with the proceedings.
Stockholders participating by remote communication shall be considered present in person at the meeting.
Section 2.3. Annual Meeting. An annual meeting of stockholders, for the purpose of electing directors and transacting any other business as may be brought before the meeting, shall be held on such date and time fixed by the Board of Directors and designated in the notice of the meeting.
Failure to hold the annual meeting of stockholders at the designated time shall not affect the validity of any action taken by the Corporation.
Section 2.4. Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by the board of directors acting pursuant to a resolution adopted by a majority of the total number of directors then in office, or by the Chairman of the board of directors or the Chief Executive Officer of the Corporation, and may not be called by any other person or persons, including stockholders of the Corporation. Business transacted at any special meeting of stockholders shall be limited to matters relating the purpose or purposes stated in the notice of the meeting.
Section 2.5. Stockholder Nominations.
(a) Annual Meetings of Stockholders. At any annual meeting of stockholders, only such nominations of persons for election to the Board of Directors shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, nominations of persons for election to the Board of Directors must be made only: (i) by or at the direction of the Board of Directors, including by any committee or persons authorized to do so by the Board; or (ii) by any stockholder of the Corporation who was a stockholder of record at the time of giving the notice required by this Section, is a stockholder of record on the record date for the determination of stockholders entitled to vote at the meeting, is a stockholder of record at the time of the meeting, is entitled to vote at the meeting and complies with the notice, information and other procedures set forth in this Section. The immediately preceding clause shall be the exclusive means for a stockholder to make nominations before an annual meeting of stockholders. For nominations of persons for election to the Board of Directors to be properly brought before an annual meeting by a stockholder pursuant to this Section, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation, and the stockholder and each Stockholder Associated Person must have complied with all applicable requirements of this Section.
To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive officers of the Corporation not earlier than the close of business on the one hundred twentieth day and not later than the close of business on the ninetieth (90th) day before the first anniversary of the preceding year’s annual meeting of stockholders. If the date of the annual meeting is more than thirty days before or more than sixty (60) days after such anniversary date, or if no annual meeting was held in the preceding year, the stockholder’s notice must be so delivered or received not earlier than the close of business on the one hundred twentieth (120th) day before such annual meeting and not later than the close of business on the later of the ninetieth day before such annual meeting or the tenth (10th) day following the day on which Public Announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment, postponement, rescheduling or continuation of an annual meeting, or the Public Announcement thereof, commence a new time period, or extend any time period, for the giving of a stockholder’s notice under this Section.
Notwithstanding anything in the immediately preceding paragraph to the contrary, if the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no Public Announcement by the Corporation naming all nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) days before the first anniversary of the preceding year’s annual meeting, then a stockholder’s notice required by this Section shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to, or mailed and received at, the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such Public Announcement is first made by the Corporation.
(b) Special Meetings of Stockholders. At any special meeting of stockholders, only such business shall be conducted as shall have been specified in the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only by or at the direction of the Board of Directors or by any stockholder of the Corporation who was a stockholder of record at the time of giving the notice required by this Section, is a stockholder of record at the time of the meeting, is entitled to vote at the meeting and complies with the notice, information and other procedures set forth in this Section.
If the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, a stockholder may nominate a person or persons for election to such position or positions as are specified in the Corporation’s notice of meeting if the stockholder’s notice is delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th)day before such special meeting and not later than the close of business on the later of the ninetieth day before such special meeting or the tenth (10th) day following the day on which Public Announcement of the date of such special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting is first made by the Corporation. In no event shall any adjournment, postponement, rescheduling or continuation of a special meeting, or the Public Announcement thereof, commence a new time period, or extend any time period, for the giving of a stockholder’s notice under this Section.
| 2 |
(c) Form and Content of Stockholder Notice. To be in proper written form, a stockholder’s notice to the Secretary pursuant to this Section must set forth, as to each Nominating Person, the name and address of such Nominating Person; the class or series and number of shares of capital stock or other securities of the Corporation that are, directly or indirectly, owned of record or beneficially by such Nominating Person; any Derivative Instrument directly or indirectly owned beneficially by such Nominating Person; any proxy, contract, arrangement, understanding ore relationship pursuant to which such Nominating Person has a right to vote any shares or other securities of the Corporation; any rights to dividends on the shares of the Corporation owned beneficially by such Nominating Person that are separated or separable from the underlying shares of the Corporation; any proportionate interest in shares or other securities of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership, limited liability company or similar entity in which such Nominating Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner or managing member; any performance-related fee, other than an asset-based fee, that such Nominating Person is entitled to receive based on any increase or decrease in the value of shares or other securities of the Corporation or Derivative Instruments; any significant equity interests or Derivative Instruments; any significant equity interests or Derivative Instruments in any principal competitor of the Corporation held by such Nominating Person; any direct or indirect interest of such Nominating Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation; any material pending or threatened legal proceeding in which such Nominating Person is a party or material participant involving the Corporation or any of its officers, directors or affiliates; any material relationship between such Nominating Person on the one hand, and the Corporation or any of its officers, directors or affiliates, on the other hand; any other information relating to such Nominating Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents for the nomination pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and a representation that the stockholder giving the notice is a holder of record of stock of the Corporation entitled to vote at the meeting, intends to appear in person or by proxy at the meeting to bring such nomination before the meeting and intends to remain a stockholder or record through the date of the meeting.
The notice must also set forth, as to each proposed nominee, the name, age, business address and residence address of such proposed nominee; the principal occupation or employment of such proposed nominee; the class or series and number of shares of capital stock or other securities of the Corporation that are, directly or indirectly, owned of record or beneficially by such proposed nominee; any Derivative Instrument directly or indirectly owned beneficially by such proposed nominee; a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among any Nominating Person, on the one hand, and such proposed nominee and such proposed nominee’s respective affiliates and associates, on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the Nominating Person were the “registrant” for purposes of that rule and the proposed nominee were a director or executive officer of such registrant; a completed and signed questionnaire, representation and agreement in the form provided by the Corporation; a written consent of such proposed nominee to being named as a nominee in any proxy statement and form of proxy relating to the meeting and to serving as a director if elected; a written representation and agreement that such proposed nominee is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director, will act or vote on any issue or question that has not been disclosed to the Corporation or that could limit or interfere with such proposed nominee’s ability to comply with such proposed nominee’s fiduciary duties under applicable law; a written representation and agreement that such proposed nominee is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation; a written representation and agreement that such proposed nominee, if elected, will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality, stock ownership and trading policies and guidelines of the Corporation; and all other information relating to such proposed nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents for the election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.
| 3 |
The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director under applicable stock exchange rules, any applicable rules or the Securities and Exchange Commission, the articles of incorporation, these amended and restated bylaws (the “Bylaws”) and any publicly disclosed corporate governance guidelines or committee charter of the Corporation, or that could be material to a reasonable stockholder’s understanding of the independence, qualifications, attributes, fitness, experience, skills, integrity or suitability of such proposed nominee. A proposed nominee shall make himself or herself available for interviews with the Board of Directors or any committee thereof upon the reasonable request of the Corporation.
(d) Additional Requirements Relating to Rule 14a-19. Without limiting the other requirements of this Section, any stockholder who provides notice pursuant to Rule 14a-19 under the Exchange Act must comply with Rule 14a-19 and must deliver to the Corporation reasonable evidence that such stockholder has met the requirements of Rule 14a-19, including the requirements of Rule 14a-19(a)(3), no later than five business days before the meeting or any earlier time as the Corporation may reasonably request after the stockholder provides notice pursuant to Rule 14a-19. If the stockholder fails to comply with Rule 14a-19, fails to provide the evidence required by this paragraph, fails to include a proposed nominee in the stockholder’s proxy materials as required by Rule 14a-19, fails to solicit proxies in support of each proposed nominee in accordance with Rule 14a-19, or provides notice pursuant to Rule 14a-19 and subsequently fails to comply with the requirements of Rule 14a-19 or notifies the Corporation that such stockholder no longer intends to solicit proxies in accordance with Rule 14a-19, then the nomination of each proposed nominee of such stockholder shall be disregarded, notwithstanding that proxies or votes in respect of such nomination may have been received by the Corporation.
Upon request by the Corporation, any stockholder that provides notice pursuant to Rule 14a-19 shall, no later than five (5) business days after such request, inform the Corporation whether such stockholder intends to solicit the holders of shares representing at least sixty-seven percent (67%) of the voting power of the shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees and shall provide a written certification that such stockholder has complied, and will comply, with the requirements of Rule 14a-19.
Any stockholder that provides notice pursuant to Rule 14a-19 shall promptly notify the Corporation if such stockholder no longer intends to solicit proxies in accordance with Rule 14a-19.
(e) Accuracy, Updates and Supplements. A stockholder providing notice pursuant to this Section shall update and supplement such notice so that the information provided or required to be provided in such notice is true and correct as of the record date for the determination of stockholders entitled to vote at the meeting and as of the date that is ten business days before the meeting or any adjournment, postponement, rescheduling or continuation thereof. Any such update or supplement shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than five business days after the record date, in the case of an update and supplement required to be made as of the record date, and not later than seven business days before the date of the meeting or any adjournment, postponement, rescheduling or continuation thereof, in the case of an update and supplement required to be made as of ten business days before the meeting or any adjournment, postponement, rescheduling or continuation thereof. The obligation to update and supplement shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadline under this Section or permit a stockholder who has previously submitted notice under this Section to amend or update any nomination or to submit any new nomination, including by changing or adding nominees.
(f) Determination of Compliance. Except as otherwise required by law, the chair of the meeting shall have the power and duty to determine whether any nomination proposed to be brough before the meeting was made in accordance with the procedures set forth in this Section and applicable law. If the chair of the meeting determines that any nomination was not made in accordance with this Section and applicable law, then the chair of the meeting shall so declare at the meeting and such defective nomination shall be disregarded, notwithstanding that proxies or votes in respect of such nomination may have been solicited or received by the Corporation. The Board of Directors may adopt such rules, regulations and procedures for the conduct of any meeting of stockholders as it deems appropriate and may make such determinations regarding compliance with this Section as it deems appropriate, in each case consistent with applicable law.
| 4 |
A stockholder must also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section. Nothing in this Section shall be deemed to affect any rights of the holders of any series of preferred stock of the Corporation to elect directors pursuant to any applicable provisions of the articles of incorporation, any certificate of designation or applicable law.
(g) Definitions. For purposes of this Section, “Derivative Instrument” means any option, warrant, convertible security, stock appreciation right, swap, hedge, profit interest or similar right, agreement, arrangement or understanding, whether or not presently exercisable or settled in shares or cash, the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Corporation, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of any shares or other securities of the Corporation.
For purposes of this Section, “Nominating Person” means the stockholder providing notice of a nomination proposed to be brought before a meeting; the beneficial owner or beneficial owners, if different, on whose behalf the nomination is proposed; any affiliate or associate of such stockholder or beneficial owner; and person acting in concert with such stockholder or beneficial owner; and any participant, as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act, with such stockholder or beneficial owner in the solicitation of proxies in respect of any proposed nomination.
For purposes of this Section, “Public Announcement” means disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
For purposes of this Section, “Stockholder Associated Person” means, with respect to any stockholder, any beneficial owner on whose behalf a nomination is made; any affiliate or associate of such stockholder or beneficial owner; any person acting in concert with such stockholder or beneficial owner; any person controlling, controlled by or under common control with such stockholder or beneficial owner; and any member of the immediate family of such stockholder or beneficial owner sharing the same household.
Section 2.6. Fixing the Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the record date shall be the date fixed by resolution of the Board of Directors. If no date is specified, the record date shall be the close of business on the day before the day the first notice of the meeting is given or, if notice is waived, the close of business on the day before the day the meeting is held.
A record date fixed under this Section may not be less than 10 or more than 60 days before the meeting of stockholders. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders is effective for any adjournment or postponement of the meeting unless the Board of Directors fixes a new record date for the adjourned or postponed meeting. The Board of Directors must fix a new record date if the meeting is adjourned or postponed more than 60 days after the original meeting of stockholders.
Section 2.7. Notice of Stockholders’ Meeting. Written notice stating the place (if any), date, and time of the meeting, the means of any electronic communication by which stockholders may participate in the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 and not more than 60 days before the date of the meeting.
Notice to each stockholder entitled to vote at the meeting shall be given personally, by mail, or by electronic transmission if consented to by a stockholder, by or at the direction of the Secretary or the officer or person calling the meeting. If mailed, the notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the share transfer records of the Corporation, with postage thereon prepaid.
Any stockholder entitled to notice of a meeting may sign a written waiver of notice delivered to the Corporation either before or after the meeting. A stockholder’s participation or attendance at a meeting shall constitute a waiver of notice, except where the stockholder attends for the specific purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
| 5 |
Section 2.8.Voting Lists. The Corporation shall prepare, as of the record date fixed for a meeting of stockholders, an alphabetical list of all stockholders entitled to vote at the meeting (or any adjournment thereof). The list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting (or any adjournment thereof).
If any stockholders are participating in the meeting by remote communication, the list shall be open to examination by the stockholders for the duration of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided to stockholders with the notice of the meeting.
Section 2.9. Quorum of Stockholders. At each meeting of stockholders for the transaction of any business, a quorum must be present to organize such meeting. The presence in person, by means of remote communication, or by proxy of a majority of the voting power constitutes a quorum for the transaction of business at a meeting of stockholders, except as otherwise required by the Articles of Incorporation, these Bylaws, or Chapter 78 of the Nevada Revised Statutes (the “Nevada Corporations Act”). If any class or series of shares is permitted or required to vote separately on any action, the presence in person or by proxy of a majority of the voting power of such class or series constitutes a quorum for the transaction of business.
The holders of a majority of the voting power represented in person, by means of remote communication, or by proxy at a meeting, even if less than a quorum, may adjourn or postpone the meeting from time to time.
Section 2.10. Conduct of Meetings. The Board of Directors, as it shall deem appropriate, may adopt by resolution rules and regulations for the conduct of meetings of the stockholders. At every meeting of the stockholders, the Chairman, or in the Chairman’s absence or inability to act, a director or officer designated by the Board of Directors, shall serve as chair of the meeting. The Secretary or, in the Secretary’s absence or inability to act, the person whom the chair of the meeting shall appoint, shall act as secretary of the meeting and keep the minutes thereof.
The chair of the meeting shall determine the order of business and, in the absence of a rule adopted by the Board of Directors, shall establish rules for the conduct of the meeting. The chair of the meeting shall announce the close of the polls for each matter voted upon at the meeting, after which no ballots, proxies, votes, changes, or revocations will be accepted. Polls for all matters before the meeting will be deemed to be closed upon final adjournment of the meeting.
Section 2.11. Voting of Stock. Each outstanding share of stock, regardless of class or series, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except as otherwise provided by these Bylaws and to the extent that the Articles of Incorporation or the certificate of designation establishing the class or series of stock provides for more or less than one vote per share or limits or denies voting rights to the holders of the shares of any class or series of stock.
Unless a different proportion is required by the Articles of Incorporation, these Bylaws, or the Nevada Corporations Act:
(a) If a quorum exists, action other than the election of directors is approved if the votes cast in favor of the action exceed the votes cast against the action.
(b) If a quorum exists of any class or series of stock that is permitted or required to vote separately on any matter, action is approved by the class or series if a majority of the voting power of a quorum of that class or series votes in favor of the action.
Stockholders are prohibited from cumulating their votes in any election of directors of the Corporation.
Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
Section 2.12. Voting by Proxy. A stockholder may vote either in person or by proxy executed in writing by the stockholder or the stockholder’s attorney-in-fact. Any copy, communication by electronic transmission, or other reliable written reproduction may be substituted for the stockholder’s original written proxy for any purpose for which the original proxy could have been used if such copy, communication by electronic transmission, or other reproduction is a complete reproduction of the entire original written proxy.
No proxy shall be valid after six months from the date of its creation unless the proxy specifies its duration, which may not exceed seven years from the date of its creation. A proxy shall be revocable unless the proxy states that the proxy is irrevocable and the proxy is coupled with an interest sufficient to support an irrevocable power.
| 6 |
A properly created proxy or proxies continues in full force and effect until either of the following occurs:
(a) One of the following is filed with or transmitted to the Secretary of the Corporation or another person or persons appointed by the Corporation to count the votes of the stockholders and determine the validity of proxies and ballots: (i) another instrument or transmission properly revoking the proxy; or (ii) a properly created proxy or proxies bearing a later date.
(b) The stockholder executing the original written proxy revokes the proxy by attending a stockholders’ meeting and voting its shares in person, in which case any votes cast by that stockholder’s previously designated proxy or proxies shall be disregarded by the Corporation when the votes are counted.
Section 2.13. Action by Stockholders Without a Meeting. Any action required or permitted by the Nevada Corporations Act to be taken at a meeting of stockholders may be taken without a meeting. if, before or after the action, a written consent to the action is signed by stockholders holding a majority of the voting power of the Corporation or, if different, the proportion of voting power required to take the action at a meeting of stockholders.
ARTICLE III
DIRECTORS
Section 3.1. Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Directors must be natural persons at least 18 years of age and need not be stockholders of the Corporation.
Section 3.2. Number of Directors. The number of directors shall be at least one (1) and not more than thirteen (13), provided that the number of directors may be increased or decreased from time to time by an amendment to these Bylaws. Subject to any provision in the Articles of Incorporation fixing the number of directors, the exact number of directors shall be fixed, within such range, by the Board of Directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
Section 3.3. Term of Office. At the first annual meeting of stockholders and at each annual meeting thereafter, the holders of shares of stock entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting or until the director’s earlier death, resignation, disqualification, or removal. Despite the expiration of a director’s term, the director shall continue to serve until the director’s successor is elected and qualified.
Section 3.4. Removal. Any director, or the entire board of directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds precent (66.67%) of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors. For purposes of this Section 3.4 “cause” means (i) conviction of a felony, (ii) declaration of unsound mind by a court of competent jurisdiction, (iii) gross dereliction of duty, or (iv) commission of an act involving moral turpitude that is materially injurious to the Corporation.
If a director is elected by the holders of a class or series of shares, only the vote of the stockholders of such class or series, and not the votes of the outstanding shares as a whole, shall be required to remove the director.
Section 3.5. Resignation. A director may resign at any time by giving written notice to the Board of Directors, its chair, or to the Secretary of the Corporation. A resignation is effective when the notice is given unless a later effective date is stated in the notice. Acceptance of the resignation shall not be required to make the resignation effective. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
Section 3.6. Vacancies. Subject to the rights of holders of any series of Preferred Stock, any vacancy on the board of directors resulting from death, resignation, retirement, disqualification, removal, an increase in the number of directors, or any other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the board of directors, or by the sole remaining director. Any director elected to fill a vacancy shall hold office until the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified. Stockholders shall have no right to fill any vacancy on the board of directors.
| 7 |
Section 3.7. Regular Meetings of Directors. A regular meeting of the newly-elected Board of Directors shall be held, without other notice, immediately after and at the place of the annual meeting of stockholders, provided a quorum is present. Other regular meetings of the Board of Directors may be held at such times and places, within or without the State of Nevada, as the Board of Directors may determine.
Section 3.8. Special Meetings of Directors Special meetings of the Board of Directors may be called by the entire Board of Directors, any two directors, or the President or Chief Executive Officer.
Section 3.9. Participation by Electronic Communication. Directors not physically present at a meeting of the Board of Directors may participate in the meeting by electronic communication, videoconference, teleconference, or other available technology if the Corporation implements reasonable measures to:
(a) Verify the identity of each director participating by electronic communication.
(b) Provide the directors a reasonable opportunity to participate and vote, including an opportunity to communicate and read or hear the proceedings in a substantially concurrent manner.
Directors participating by electronic communication shall be considered present in person at the meeting.
Section 3.10. Notice of Directors’ Meetings. Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. All special meetings of the Board of Directors shall be held upon not less than one days’ written notice stating the purpose or purposes of the meeting, and the date, place (if any), and time of the meeting, and the means of any electronic communication by which directors may participate in the meeting. Notice may be given to each director personally, by mail, by electronic transmission if consented to by the director, or by any other means of communication authorized by the director.
A director entitled to notice of a meeting may sign a written waiver of notice delivered to the Corporation either before or after the time of the meeting. A director’s participation or attendance at a meeting shall constitute a waiver of notice, except where the director attends for the specific purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
Section 3.11.Quorum and Action of Directors. A majority of the Board of Directors then in office shall constitute a quorum for the transaction of business. The directors at a meeting for which a quorum is not present may adjourn the meeting until a time and place as may be determined by a vote of the directors present at that meeting.
The act of the directors holding a majority of the voting power of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act requires approval by a greater proportion under the Articles of Incorporation or these Bylaws.
Section 3.12. Compensation. Directors shall not receive any stated salary for their services, but the Board of Directors may provide for a fixed sum and expenses of attendance, if any, for attendance at any meeting of the Board of Directors or committee thereof. A director shall not be precluded from serving the Corporation in any other capacity and receiving compensation for services in that capacity.
Section 3.13. Action by Directors Without a Meeting Any action required or permitted by the Nevada Corporations Act to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if, before or after the action, all of the members of the Board of Directors or committee sign a written consent describing the action and deliver it to the Corporation.
Section 3.14. Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the directors, may establish one or more committees, each consisting of one or more directors, to exercise the authority of the Board of Directors to the extent provided in the resolution establishing the committee and allowed under the Nevada Corporations Act.
Notwithstanding the foregoing, a committee of the Board of Directors shall not have the authority to:
(a) Fill vacancies on the Board of Directors or any committee thereof.
(b) Amend the Articles of Incorporation.
(c) Adopt, amend, or repeal these Bylaws.
| 8 |
(d) Authorize the issuance of shares of the Corporation’s stock.
(e) Authorize a distribution.
(f) Approve any action that requires stockholder approval.
The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
ARTICLE IV
OFFICERS
Section 4.1. Positions and Election. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Secretary, a Treasurer, and any other officers, including assistant officers and agents, as may be deemed necessary by the Board of Directors. Any two or more offices may be held by the same person.
Officers shall be elected annually at the meeting of the Board of Directors held after each annual meeting of stockholders. Each officer shall serve until a successor is elected and qualified or until the earlier death, resignation, disqualification, or removal of that officer. Vacancies or new offices shall be filled at the next regular or special meeting of the Board of Directors. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4.2. Removal and Resignation. Any officer elected by the Board of Directors may be removed, with or without cause, at any regular or special meeting of the Board of Directors by the affirmative vote of the majority of the directors in attendance where a quorum is present. Removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Any officer may resign at any time by delivering written notice to the Secretary of the Corporation. Resignation is effective when the notice is delivered unless the notice provides a later effective date. Any vacancies may be filled in accordance with Section 4.1 of these Bylaws.
Section 4.3. Powers and Duties of Officers. The powers and duties of the officers of the Corporation shall be as provided from time to time by resolution of the Board of Directors or by direction of an officer authorized by the Board of Directors to prescribe the duties of other officers. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of corporations similar in organization and business purposes to the Corporation, subject to the control of the Board of Directors.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS
Section 5.1. Indemnification in Actions By Third Parties. The Corporation may, to the extent permitted by the Nevada Corporations Act, indemnify any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving at the Corporation’s request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other entity (each such person, an “Indemnitee”) against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than a proceeding by or in the right of the Corporation, to which the Indemnitee is, was, or is threatened to be made a party by reason of being an Indemnitee, if the Indemnitee either:
(a) Did not breach, through intentional misconduct, fraud, or a knowing violation of law, the Indemnitee’s fiduciary duties as a director or officer to act in good faith and in the interests of the Corporation.
| 9 |
(b) Acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.
Section 5.2. Indemnification in Actions By or On Behalf of the Corporation. The Corporation may, to the extent permitted by the Nevada Corporations Act, indemnify any Indemnitee against expenses, including attorneys’ fees and amounts paid in settlement, actually and reasonably incurred by the Indemnitee in connection with any threatened, pending, or completed suit or action by or in the right of the Corporation to which the Indemnitee is, was, or is threatened to be made a party by reason of being an Indemnitee, if the Indemnitee either:
(a) Did not breach, through intentional misconduct, fraud, or a knowing violation of law, the Indemnitee’s fiduciary duties as a director or officer to act in good faith and in the interests of the Corporation.
(b) Acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation.
Section 5.3. Indemnification Against Expenses. The Corporation shall, to the extent permitted by the Nevada Corporations Act, indemnify any Indemnitee who was successful, on the merits or otherwise, in the defense of any action, suit, proceeding, or claim described in Sections 5.1 and 5.2, against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection with the defense.
Section 5.4. Non-Exclusivity of Indemnification Rights. The rights of indemnification set out in this Article V shall be in addition to and not exclusive of any other rights to which any Indemnitee may be entitled under the Articles of Incorporation, Bylaws, any other agreement with the Corporation, any action taken by the directors or stockholders of the Corporation, or otherwise. The indemnification provided under this Article V shall inure to the benefit of the heirs, executors, and administrators of an Indemnitee.
ARTICLE VI
SHARE CERTIFICATES AND TRANSFER
Section 6.1. Certificates Representing Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series of stock shall be uncertificated shares. The Corporation shall, within a reasonable time after the issuance or transfer of any uncertificated shares, send to the registered owner of the shares a written notice containing the information required to be set forth or stated on certificates pursuant to the Nevada Corporations Act. Shares represented by certificates shall be signed by officers or agents designated by the Corporation for such purpose and shall state:
(a) The name of the Corporation and that it is organized under the laws of Nevada.
(b) The name of the person to whom the certificate is issued.
(c) The number of shares represented by the certificate.
(d) Any restrictions on the transfer of the shares, such statement to be conspicuous.
No share shall be issued until the consideration therefor, fixed as provided by law, has been fully paid.
Section 6.2. Transfers of Shares. Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of shares of the Corporation shall be made on the books of the Corporation only by the holder of record thereof or by such person’s attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
Section 6.3. Registered Stockholders. The Corporation may treat the holder of record of any shares issued by the Corporation as the holder in fact thereof, for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares in accordance with the laws of the State of Nevada, or giving proxies with respect to those shares.
| 10 |
Neither the Corporation nor any of its officers, directors, employees, or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether that person possesses a certificate for those shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express notice thereof, except as otherwise provided by law.
Section 6.4. Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen, or destroyed certificate. When authorizing the issue of a new certificate or certificates, the Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of the allegedly lost, stolen, or destroyed certificate, or the owner’s legal representative, to give the Corporation a bond or other security sufficient to indemnify it against any claim that may be made against the Corporation or other obligees with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate or certificates.
ARTICLE VII
DISTRIBUTIONS
Section 7.1. Declaration. The Board of Directors may authorize, and the Corporation may make, distributions to its stockholders in cash or property (other than shares of the Corporation), or a pro rata issuance of shares of the Corporation without consideration pursuant to NRS 78.215(3), to the extent permitted by the Articles of Incorporation and the Nevada Corporations Act.
Section 7.2. Fixing Record Dates for Distributions and Shares Issues Pursuant to NRS 78.215(3). For the purpose of determining stockholders entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or an issuance of shares pursuant to NRS 78.215(3), the Board of Directors may, at the time of declaring the distribution or issuance, set a date no more than 60 days prior to the date of the distribution or issuance. If no record date is fixed for such distribution or issuance, the record date shall be the date on which the resolution of the Board of Directors authorizing the distribution or issuance is adopted.
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Checks, Drafts, Etc. All checks, drafts, or other instruments for payment of money or notes of the Corporation shall be signed by an officer or officers or any other person or persons as shall be determined from time to time by resolution of the Board of Directors.
Section 8.2. Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors.
Section 8.3. Conflict with Applicable Law or Articles of Incorporation. Unless the context requires otherwise, the general provisions, rules of construction, and definitions of the Nevada Corporations Act shall govern the construction of these Bylaws. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.
Section 8.4. Invalid Provisions. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.
ARTICLE IX
AMENDMENT OF BYLAWS
The Board of Directors shall have the exclusive power to amend or repeal these Bylaws, or to adopt new Bylaws.
| 11 |