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HomeMy WebLinkAbout8811RESOLUTION NO. 8811 A RESOLUTION AUTHORIZING THE ASSIGNMENT OF THE LEASE AND OPERATING AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION, AND MARTINA A. ALGIN, RELATING TO THE RESTAURANT OPERATION LOCATED IN THE TERMINAL BUILDING AT PUEBLO MEMORIAL AIRPORT, TO JMAR FLYING, INC., AND APPROVING AN AMENDMENT TO THE LEASE AND OPERATING AGREEMENT, AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO AUTHORIZE SAME WHEREAS, Martina A. Algin entered into a Lease and Operating Agreement with the City of Pueblo relating to the restaurant operation located in the Terminal Building at Pueblo Memorial Airport on September 23, 1996, and WHEREAS, Martina A. Algin has requested that the Lease and Operating Agreement be assigned to JMar Flying, Inc., and WHEREAS, both parties agree to the assignment of the Lease and Operating Agreement; and WHEREAS, both parties wish to amend the Lease and Operating Agreement, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO THAT: C�T3rti dre71■ G The request by Martina A. Algin to assign the Lease and Operating Agreement between Pueblo, a Municipal Corporation, and Martina A. Algin, relating to the restaurant operation in the Terminal Building at Pueblo Memorial Airport, to JMar Flying, Inc. as per the attached Assignment of Leasehold, having been approved as to form by the City Attorney, is hereby approved. SECTION II: The Amendment to the Lease and Operating Agreement between Pueblo, a Municipal Corporation, and JMar Flying, Inc., relating to the restaurant operation located in the Terminal Building at Pueblo Memorial Airport, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. SECTION III: The President of the City Council is hereby authorized to execute and deliver the Amendment to the Lease and Operating Agreement in the name of the City and the City Clerk is directed and authorized to affix the Seal of the City thereto and attest the same. INTRODUCED September 27, 1999 (SEAL) BY Al Gurule Councilperson ATTEST: ti City Clerk APPROV l President of City Council D D LEE R. EVETT City Man Y 9 CITY OF PUEBLO DEPARTMENT OF AVIATION JOHN B. O'NEAL, C.M. Director of Aviation Pueblo Memorial Airport 31 201 Bryan Circle Pueblo, CO 81001 (719) 948 -3355 Fax (719) 948 -4878 As previously discussed, it is understood that the undersigned have agreed to the five -year extension of the Pueblo Airport Restaurant Lease and Operating Agreement from October 7 2001 to October 6, 2006 as defined in the lease agreement and it has also been agreed that the monthly rent for this period will be 7% of the monthly gross revenue or $225.00 whichever is greater L Jac icari, President Date Jmar Flying, Inc. O'Neal, C.M. /.Y C Date Director of Aviation 115: _0 / �+' »M�.pirehlonten�orralai� ort.olg June 26, 2001 To: John O'Neal Director Of Aviation City Of Pueblo From: Jack Vicari President Jmar Flying Inc. Re: Lease Extension Dear John, Pursuant to my lease agreement, I would like to take this opportunity to exercise my option of a five -year extension on my lease. If you have any questions, please contact me at the restaurant. Thank you for your continued support. President Jmar Flying Inc. Jack Vicari JOHN B. O'NEAL, C.M. Director of Aviation June 28, 2001 Mr. Jack Vicari Airport Restaurant 31201 Bryan Circle Pueblo, CO 81001 re: Lease Extension Dear Jack: D CITY OF PUEBLO DEPARTMENT OF AVIATION Pueblo Memorial Airport 31201 Bryan Circle Pueblo, CO 81001 (719) 948 -3355 Fax (719) 948 -4878 After reviewing your letter dated June 26, 2001 regarding your option to extend your lease for five years, I am in agreement to the extension. However, your lease states in Section V that "the rent during the renewal term is to be negotiated ". Therefore, I propose that the rent for the extended term be a monthly rent of 7% of monthly gross revenue or $225.00, whichever is greater. Please contact my office to schedule a meeting with me to discuss this proposal at your convenience. Sincerely, John B. O'Neal, C.M. v ' Director of Aviation :OM1 Website: www.prieblomemorialairport.org JmarFlying Inc. 31201 Bryan Circle Pueblo, CO 81001 (719)9484185 July 15, 1999 Mr. Donald J. Saling Assistant City Manager Pueblo Memorial Airport 31201 Bryan Circle Pueblo, CO 81001 RE: Airport Restaurant Lease Dear Don: This letter is to request transfer of the lease from Martina A. Algin dba Airport Restaurant to JmarFlying Inc. as provided under Exhibit B, General Provisions, Item # 11, of the lease. I have been involved with the operation of the Airport Restaurant since the beginning of the lease in October 1996. Martina Algin, the current operator of the Restaurant, had to leave the business due to personal reasons and, at that time, I began managing the business full time in her absence. I would like to continue with the operation of the Restaurant and have incorporated in order to accomplish this. Enclosed are copies of the incorporation papers for your review. Please advise of any other paperwork which is required to complete this transfer. Sincerely, Jack Vicari Jul -13 -99 09:42 STEP N ANO ALGI P.02 City of Pueblo Department of Aviation 31201 Bryan Circle Pueblo, CO 81001 Attn: Don Sating Don, This letter is to request transfer of lease from Martina A Algin DBA Airport Restaurant, Pueblo to 1marFlying Inc. Please advise of any paperwork needs required to cdniplete this transfer. I may be contacted at the following: Martina A. Algin 6718 Bell Glade Place Sanford, FL 32771 Ph./ Fax (407) 323 -0327 Cell(407) 4164060 I have foil confidence that lmarFlying Inc. will fulfill all lease obligations and provide quality food and service for the Industrial Park and the traveling public. Thank you for your attention. Sincerely, 74 Martina A Algin 1� JmarFlying Inc. 31201 Bryan Circle Pueblo, CO 81001 (719) 9484185 July 15, 1999 Mr. Donald J. Saling Assistant City Manager Pueblo Memorial Airport 31201 Bryan Circle Pueblo, CO 81001 RE: Restaurant Lease Obligation - Patio Cover Dear Don: As part of JmarFlying's request to assume the lease of Marti Algin, I would like to requestthatthe City remove the obligation to enclose the outdoor patio. I realize that this obligation has been with the lease since it's inception and has been extended twice; however, the burden of the patio cover is of concern. The restaurant business has been marginal since the influx of the "chain" restaurants and other economic factors. In addition, discussion with the Regional Building Department has revealed that the requirements to enclose the patio are cost prohibitive. At the time of proposal, it was contemplated that the patio enclosure could be done by ourselves and not a general contractor. Those costs, as well as accommodating the required changes to meet the code, are more than we had ever anticipated. I would ask that this obligation be removed because of the facts mentioned above. I will continue to provide quality food and service to the general public as required by the lease. Should you have any question, please feel free to contact me Sincerely, Jack Vicari President 1p�� 9_ Z 7 -99 Council Agenda RESOLUTION APPROVING ASSIGNMENT & TITLE: AMENDMENT OF RESTAURANT LEASE & AGENDA ITEM # OPERATING AGREEMENT DEPARTMENT: PUEBLO MEMORIAL AIRPORT DATE: SEPTEMBER 27, 1999 ISSUE Should the City Council approve a Resolution authorizing the assignment of the Lease and Operating Agreement between the City and Martina A. Algin, relating to the restaurant operation located in the terminal building at the Pueblo Memorial Airport, to JMar Flying, Inc. and approve an amendment to the Lease and Operating Agreement. RECOMMENDATION Approval of this Resolution. BACKGROUND A Lease and Operating Agreement between the City of Pueblo and Martina A. Algin for the operation of the restaurant in the Airport Terminal was approved September 23, 1996. At this time, Ms. Algin is requesting the Lease and Operating Agreement be assigned to JMar Flying, Inc. whose president, Jack Vicari, has been a partner to Ms. Algin in the operation of the restaurant since the initial Lease was approved. When the initial lease was negotiated with Ms. Algin, Section XIV of the Agreement which called for the Lessee to enclose the patio was included in the Lease in lieu of a security deposit. Since that time, it has been found that the cost for this enclosure is beyond the means of the restaurant operation. Mr. Vicari is requesting that this Section be removed from the Lease and the Airport Administration is in agreement with this request. It is felt that since Mr. Vicari has been assisting with the operation of the Restaurant for the past three (3) years, no security deposit is needed for the remaining two years left on the Lease Agreement. FINANCIAL IMPACT semi - AMENDMENT TO LEASE AND OPERATING AGREEMENT THIS AMENDMENT entered into as of 27th day of September , 1999 between Pueblo, a Municipal Corporation (the "Lessor ") and JMar Flying, Inc. (the "Lessee "), WITNESSETH: WHEREAS, the Lease and Operating Agreement relating to the restaurant operations in the Terminal Building at Pueblo Memorial Airport dated September 23, 1996 has been assigned to JMar Flying, Inc., and WHEREAS, Lessor and Lessee are desirous of modifying the provisions of the Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, Lessor and Lessee agree as follows: 1. Section XIV of the Agreement is to be removed from the Lease and Operating Agreement. 2. The Agreement as modified and amended by the Amendment to the Lease and Operating Agreement shall remain in full force and effect. Signed in Pueblo, Colorado, the day and year first written above. [SEAL] ATTEST: LESSOR: PUEBLO, A MUNICIPAL City rk APPROVED AS TO FORM: City Attorn By RPORATION l il(---- President of City Council LESSEE: JMAR FLYING, INC. B ack Vicari, President ASSIGNMENT OF LEASEHOLD THIS ASSIGNMENT is conditioned upon the approval of same by the CITY OF PUEBLO, Colorado, and shall be void without said approval. For consideration and mutual promises, MARTINA A. ALGIN does hereby sell, assign, and transfer to JMAR FLYING, INC., a duly authorized Colorado corporation, all her right, title, and interest in that certain Pueblo Memorial Airport Restaurant Lease and Operating Agreement dated September 23, 1996 between the CITY OF PUEBLO, as Lessor and MARTINA A. ALGIN, as Lessee with all Amendments thereto (the "Restaurant Lease "). MARTINA A. ALGIN does hereby irrevocably constitute and appointment JMAR FLYING, INC., by and through its President, JACK VICARI, as her Limited Power of Attorney to sign any such additional documents required by the CITY OF PUEBLO to comply with said Restaurant Lease consistent with this Assignment. Further, War Flying, Inc., hereby assumes and agrees to perform all covenants and obligations on the part of the Lessee to be performed under the Restaurant Lease. By their signatures, the parties hereby agr $ to bind the undersigned, their heirs, representatives, and successors in interest this _ day of 1999. Martina A. Algin�p,,' STATE OF ) SS COUNTY OF ll 64', &&, ) The foregoing was sworn and subscribed to before me this �P,3 day of L , 1999, by Martina A. Algin. J Pte: RAMONA SUSAN HALPENNY MY COMMISSION # 777443 fL• t qF B o n ded N arty p S eptem be r 2 oaerwritee s JMAR FLYING, INC. L ; r'' By: Presi en — JMar Flying, Inc. ATTFST- (Corporate Sea[) - Please include a typed self- addressed envelope MUST BE TYPED FILING FEE: $50.00 MUST SUBMIT TWO COPIES Mail to: Secretary of State Corporations Section 1560 Broadway, Suite 200 Denver, CO 80202 (303) 894 -2251 Fax (303) 894 -2242 ARTICLES OF INCORPORATION Corporation Name JMar Flying, ?, Inc. (J17 For office use only r�, R � CUSTOMER CbPY YK'7WA BUCXLEy . M AC =iCRETARY op STA7t 1 14 $ 50.00 r 2 tnn* iI : "' - t5- -1. ? ?? �!. ?rult 001 Principal Business Address 31201 BIZ= Ci7 r-r1 P Pueblo, CO R1 not _.Rn i (Include City, State Zip) Cumulative voting shares of stock is authorized. Yes ❑ No [a If duration is less than perpetual enter number of years PPi,ai Preemptive rights are granted to shareholders. Yes ❑ No Ea Stock information: (If additional space is needed,. continue on a separate sheet of paper.) Stock Class - - - Authorized Shares 100,000 Par Value Stock Class - Authorized Shares Par Value The name of the initial registered agent and the address of the registered office is:(lf another corporation, use last name space) Last Name West, P_ r_ First & Middle Name Robert E. Street Address 1318 Court Street, Puebl , cn Ri oo i The undersiig Signature of Registered These articles are to have a as the initial registered agent. effective date of: Imwdiately upon approval Incorporators: Names and addresses: (If more than two, continue on a separate sheet of paper. NAME ADDRESS Jack Vi rari 31201 B3 an ci rr_1 o . Pueblo C 8 3 Incorporators. who are n tural persons must be 18 years or more. The undersigned, acting as incorporator(s) of corporation under t Coi rado Business Corporation Act, adopt the above Articles of Incorporation. Signature Signature ' Revised 7/95 MUST BE TYPED FILING FEE: 410.00 MUST SUBMIT DOQ COPIES Please include a typed self- addressed envelope Mail to: Secretary of State For office use only 045 Corporations Section 1560 Broadway, Suite 200 Denver, CO 80202 (303) 834 -2251 Fax (303) 894 -2242 CERTIFICATE OF ASSUMED OR TRADE NAME JMar Flying, Inc. , a corporation , limited partnership or limited liability company under the laws of Colorado being desirous of transacting a portion of its business under an assumed or trade name as permitted by 7-71-101, Colorado Revised Statutes, hereby certifies: 1. The location of its principal office Is: 31201 Bryan Circle Pu eblg,, C0 81001 -4803 (Include city, state, zip) 2, The name, other than its own, under which the business is carried on Is:– Airport PSta r^^t 3. A grief descr!ptlon of the kind of business transacted under such assumed or trade name is: A restaurant Limited Partnership or Limited Liability Companies complete this $ action. Name of Entity by Signature Title, General Partner, or Manager Corporations complete this section JMar Flyin nr ddb /a Airport R e of Corporation by - Signature Its President Title Revised 7/95 CORP- 9CF ?NORt- N WESZ,, INC. BY -LAWS OF MAR FLYING, INC. ARTICLE I OFFICES 1. REGISTERED OR STATUTORY OFFICE AND AGENT The registered or statutory office of the corporation shall be maintained at 1318 Court. Street; Pueblo, CO 81003, but will be amended to 31201 Bryan Circle; Pueblo, CO 81001 -4803 in the State of incorporation. The registered or statutory agent at said office is Robert E. West, P.C., but will be changed or amended to Jack Vicari. 2. PRINCIPAL OFFICE The principal office of the corporation shall be at 31201 Byran Circle; Pueblo, CO 81001 -4103 The Board of Directors shall have the power to change the location of the principal office at its sole discretion. The corporation may also maintain other offices or places of business, in or outside the State of incorporation, as the Board of Directors deems necessary to the conduct of the corporation's business, so long as the corporation shall comply with the laws of said locations. ARTICLE H SHAREHOLDERS 1. ANNUAL SHAREHOLDERS MEETING The annual shareholders meeting shall be held at the principal office of the corporation, or at any other location specified in the notice of the meeting. This annual meeting of shareholders for the election of the Board of Directors and for the transaction of all other business which may come before the meeting, shall be held on the 12th day of July in each and every year at the time designated in the notice of said meeting. If the specified day shall be a legal holiday, the meeting shall be held on the next business day. By -Laws 1 ARTICLE II, Continued The annual meeting of shareholders may be held for any other purpose in addition to the election of the Board of Directors and such other business shall be included in the notice of said meeting. 2. SPECIAL MEETINGS A special meeting of the shareholders may be called by the Board of Directors or by the President of the corporation for any purpose permitted under the laws of the State of Incorporation. The purpose or purposes of such meetings shall be spelled out in the notice of said meeting. NOTICE OF SHAREHOLDER MEETINGS Notice in written or printed form shall be mailed or delivered in person to each shareholder of record. The notice shall state place, date, day, and time the meeting is to be held. The purpose(s) shall be stated in said notice. Notices shall be delivered not less than ten (10) days nor more than fifty (50) days before the date of the meeting. Such notices, when mailed, shall be considered delivered when deposited prepaid, first class in the United States mail addressed to the shareholder at the address listed in the share transfer records of the corporation. 4. VOTING OF SHARES The officer or agent in charge of the share transfer records shall prepare a complete list of shareholders entitled to vote at a meeting. Said list shall be in alphabetical order and shall include the address and number of shares held. This list shall be available for examination by any shareholder in the corporation for a period of ten (10) days prior to any meeting and during the day of the meeting. Said list shall be on file at the principal office of the corporation prior to the meeting and shall be at the location of the meeting on the day it is held. Every shareholder who is entitled to vote shall have one vote for each share he or she owns on each matier submitted to a vote, except to the extent that voting rights of any class(s) are limited or denied by the Articles of Incorporation or by law. Said shares may be voted in person, by proxy executed in writing by the shareholder or by his duly appointed attorney -in- fact. No proxy shall be valid for more than one (1) year from its date unless otherwise provided for in the proxy. Shareholders shall be entitled to vote so long as they were the shareholders of record prior to the closing of the transfer books and the setting of a record date. The Board of Directors shall set the record date which shall be at least ten (10) days but not more than fifty (50) days prior to any duly authorized meeting of the shareholders. If no action is taken by the By -Laws 2 ARTICLE II, Continued Board of Directors, the transfer books shall be closed and the record date shall be fifteen (15) days prior to the date of said meeting. Unless otherwise stipulated in the Articles of Incorporation, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. ARTICLE III DIRECTORS BOARD OF DIRECTORS The business, the affairs and the assets of the corporation shall be managed by a Board of Directors. The number of directors shall be one (1) but the number may be increased or decreased from time to time by amendment to the By- Laws of this corporation. The shareholders shall elect the directors at each annual meeting to hold office until the next annual meeting. 2. VACANCIES ON THE BOARD OF DIRECTORS Vacancies on the Board of Directors may be filled by the majority vote of the remaining directors, although less than a quorum. A director elected in this manner shall be elected to fill only the unexpired term of his predecessor. Any vacancy to be filled by reason of an increase in the number of directors shall be filled by election at the annual meeting of the shareholders or at a special meeting called for that specific purpose. 3. QUORUM A majority of the Board of Directors shall constitute a quorum. The act of said majority shall be the act of the Board of Directors. 4. ANNUAL MEETING OF DIRECTORS The annual meeting of the Board of Directors shall be held within thirty (30) days after the annual meeting of the shareholders. The purpose of this meeting shall be the election of officers and the conduct of any other such business which may come before the meeting. By -Laws 3 ARTICLE III, Continued 5. REGULAR MEETING OF DIRECTORS The Board of Directors may hold regular meetings as determined from time to time by resolution of said Board. 6. SPECIAL MEETINGS OF DIRECTORS The President or any two (2) Directors may call a special meeting of the Board of Directors. Notice of such meeting may be given, with no less than one (1) days notice, orally, by telephone, or in writing. Notice shall specify the date, time and place of the meeting. 7. BOARD ACTION WITHOUT A FORMAL MEETING The Board of Directors may act without a formal meeting so long as each member of the Board shall consent to such action, in writing, before any action is taken. This unanimous consent(s) shall be entered in the Minutes of the corporation. NOTICE OF DIRECTORS MEETINGS All meetings of the Board of Directors, except for special meetings, shall be held upon at least five (5) -days written notice stating the date, time and place of the meeting. Notices may be delivered in person or by mail. In any case where all of the Directors execute a waiver of notice, no such written notice shall be required. 9. COMPENSATION Directors shall not be given a stated salary but the Board of Directors may, by resolution, pay to the directors a fixed sum and/or expenses of attendance. ARTICLE IV EXECUTIVE COMMITTEE 1. NUMBER The Board of Directors may designate an executive committee consisting of two (2) or more of the directors of the corporation. Such committee may be established by resolution of the majority of the entire Board of Directors. By -Laws 4 ARTICLE IV, Continued 2. MEETINGS AND POWERS The executive committee shall meet at any time the members are given notice by any member. The committee may establish its own rules of procedure. The committee shall have all of the powers of the Board of Directors between the meetings of said board except the committee may not amend the By -Laws or fill vacancies in their own membership. The committee shall keep complete minutes of their proceedings and shall report said proceedings to the Board of Directors. ARTICLE V WAIVERS OF NOTICE Any requirement for notice in the By -Laws, Articles of Incorporation or in the laws of the State of incorporation may be waived, in writing, by any person or persons entitled to such notice. The waiver of notice may be executed before, during or after the meeting or event. Any shareholder or director, in attendance at the meeting or event, who does not formally protest failure to receive proper notice prior to the conclusion of the meeting or event, shall have waived such notice conclusively. ARTICLE VI OFFICERS OFFICERS ELECTION The Board of Directors, at the annual meeting held following the annual shareholders meeting, shall elect the officers of the corporation. The board shall elect president, one or more vice- presidents, a secretary and a treasurer. Any number of offices may be held by the same person (except for those states which require president and secretary to be two different individuals). The board may elect any other officers it deems necessary. All officers are elected to serve until the next annual meeting of the Board of Directors (or until their successors are elected) except that any officer may be removed, with or without cause, by majority vote of the entire Board of Directors when ever the board decides such action is in the best interest of the corporation. Election or appointment to an office of the corporation shall not, in itself, create contract rights. By -Laws 5 ARTICLE VI, Continued 2. VACANCIES The Board of Directors may fill any office which becomes vacant for any reason. 3. DUTIES OF OFFICERS PRESIDENT: The president shall be the chief executive officer of the corporation. The president shall preside at all meetings of shareholders and directors; shall carry out all orders and resolutions of the Board of Directors; shall have the general charge and responsibility for the conduct of the corporation's business usually vested in the office of president of a corporation, subject to the authority of the Board of Directors; shall direct and supervise all other officers of the corporation; may enter into and execute contracts or other instruments in the normal course of business; shall be an ex- officio member of all standing committees; shall prepare and present an annual report to the Board of Directors at their meeting prior to the annual meeting of shareholders and also to the shareholders at their annual meeting. VICE- PRESIDENT(S): The vice- president shall perform the duties and exercise the powers of the president in the absence or disability of the president and shall perform any other duties as prescribed by the Board of Directors. Where there is more than one (1) vice - president, the order of seniority shall be designated by the Board of Directors. SECRETARY: The secretary shall attend all meetings of the shareholders, the Board of Directors and the executive committee, if applicable, and shall record, or cause to be recorded, the minutes, or proceedings, of said meetings. The minutes shall be kept as part of the permanent records of the corporation. It shall be the duty of the secretary to give, or cause to be given, all notices of meetings of shareholders or directors as prescribed by these By -Laws. The secretary shall be the custodian of the corporate seal. The secretary shall perform such other duties as may be set forth by the Board of Directors. TREASURER: The treasurer shall have custody of the funds and securities of the corporation and shall keep complete and accurate records and books which shall document the receipts and disbursements of the corporate funds. All funds shall be kept in such depositories'as prescribed by the Board of Directors. The treasurer shall render to the president and/or the Board of Directors, whenever they shall require it, a complete accounting of all activities as treasurer and documents showing the financial condition of the corporation. The treasurer shall maintain the account of shares of stock in the corporation registered and/or transferred. If required by the Board of Directors, the treasurer shall give the corporation a bond satisfactory to the board. By -Laws 6 i ARTICLE VI, Continued DELEGATION OF DUTIES: In the absence or in the inability to perform of any officer of the corporation, or for any other reason, the Board of Directors, by majority vote, may delegate the powers and duties of said officer to any other officer or director from time to time. ARTICLE VII CERTIFICATES OF STOCK I. ISSUANCE OF CERTIFICATES Stock certificates shall be issued to each shareholder. Certificates shall be numbered in sequence, shall be signed by the president and the secretary of the corporation, shall have the corporate seal affixed thereto and shall exhibit the shareholder's name and the number of shares held. Each certificate shall be entered as issued in the transfer books of the corporation. 2. TRANSFERS OF CERTIFICATES Any and all transfers of stock shall be made by the holder of said shares or their lawfully appointed representative. The treasurer of the corporation shall record such transactions in the corporate transfer books and shall confirm that certificates are properly endorsed and cancelled and a new certificate is issued, when required. 3. SHAREHOLDERS OF RECORD The corporation shall be entitled to treat the shareholder of record of any share(s) of stock as the holder in fact and, therefore, shall not be bound to recognize any equitable or other claim to or interest in said shares on the part of any other person, except as expressly provided for by the laws of the State of incorporation. 4. LOST CERTIFICATES The corporation may issue a new certificate of stock to replace a certificate which has been lost, destroyed, or stolen. The shareholder must notify the Board of Directors in the form of a written affidavit. The board shall authorize, at its discretion, the issuance of a replacement certificate(s). The board, at its discretion, may require a bond or other indemnity with surety in a form satisfactory to the board. By -Laws 7 ARTICLE VII, Continued 5. CLOSING OF THE TRANSFER BOOKS See Article II, paragraph 4. ARTICLE VIII DIVIDENDS A dividend(s) may be declared by the Board of Directors at any regular or special meeting. Dividends so authorized may be paid by the corporation in cash, property or in shares of the capital stock of the corporation. The Board of Directors may, at their discretion, set aside in a reserve any portion of the funds available for payment of dividends. Said reserve may be for any purpose the Board of Directors deems to be in the best interest of the corporation. Any reserve fund so created may be changed or abolished by the board, at their discretion. ARTICLE IX MISCELLANEOUS 1. AMENDMENTS These By -Laws may be amended, added to and /or changed, in whole or in part, by majority vote of the holders of the outstanding shares of the corporation, duly registered and entitled to vote. The power to amend these By -Laws may be delegated to the Board of Directors by the shareholders. This same procedure shall apply to amendment of the Articles of Incorporation, so long as the changes do not conflict with the laws of the State of incorporation. 2. FISCAL YEAR The fiscal year of the corporation shall begin on the 1st day of January in each year. By -Laws 8 ARTICLE IX, Continued 3. CORPORATE SEAL The corporation seal shall be round and shall have the name of the corporation and the year of incorporation as well as the seal of the State or the words CORPORATE SEAL and the name of the State. The seal may be modified by the Board of Directors at any time. 4. BOOKS AND RECORDS The books and records of the corporation shall be kept at any place as may be designated'by the Board of Directors, so long as there shall be no conflict with the laws of the State of incorporation. INFORMAL ACTION Any action which would normally be taken at a meeting of the shareholders, directors or executive committee may be taken without a meeting provided there is consent in writing which details the action to be taken and said consent is signed by all of the shareholders, directors or executive committee members. Such consent shall have the full force and effect of a unanimous vote held at the meeting of said body. By -Laws 9 l CORT- XTtWOR INC. NOTICE OF THE ORGANIZATIONAL MEETING OF DIRECTORS OF JMAR FLYING, INC. NOTICE IS HEREBY GIVEN that the organizational meeting of the corporation will be held on the date and time and at the place stated below. This meeting shall be for the purpose of organization of the corporation as required by law and to conduct any other business as may be deemed proper or necessary. Date of meeting: July 12, 1999 Time of meeting: 3: 00 p.m. Place of meeting: 1318 Court Street; Pueblo, Co 81003 Secretary - Jacqueline R. Tomson Dated: July 12, 1999 Page WAIVER OF NOTICE OF THE ORGANIZATIONAL MEETING OF THE DIRECTORS OF MAR FLYING, INC. We, the undersigned, being all of the Directors named in the Articles of Incorporation, do waive the requirements for notice as stipulated in said Articles of Incorporation, and do hereby consent and agree that the organizational meeting of the corporation be held on the date and time and at the place stated below. Date of meeting: July 12, 1999 Time of meeting: 3: 00 p.m. Place of meeting: 1318 court street, Pueblo, Co 81003 Directors J Dated: July 12, 1999 Page MINUTES OF THE ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS OF JMAR FLYING, INC. Pursuant to the laws of the State of Colorado , the organizational meeting of the Board of Directors was held at 1318 Court Street; Pueblo, CO 81003 on July 12, , 19 99 , at 3:00 p.m. The incorporator(s) of the corporation elected the following person(s) to serve as temporary directors until the first meeting of shareholders when the permanent directors will be elected: Jack Vicari A motion was made and seconded that the corporation adopt all pre- incorporation transactions entered into by the incorporator(s). The following temporary directors were not in attendance: NONE The meeting was called to order and Jack Vicari was elected temporary chairperson and Jacqueline R. Tcrosonr-. was elected temporary secretary of the meeting. The secretary then presented, to the meeting, the waiver of notice of the meeting signed by all of the directors. It was ordered that the waiver of notice be appended to the minutes of the meeting. The temporary chairperson ordered the election of officers and permanent chairperson of the board. Following discussion, nominations, motions duly made and seconded and carried, it was RESOLVED, the following named persons were elected to office: President Jack Vicari Vice - President Secretary /Treasurer: Jacqueline R. Tcroson Treasurer Chairperson of the Board Jack Vicari Page 1 The secretary presented and read to the meeting, the Articles of Incorporation. Said Articles were filed with the Secretary of the State of Colorado on May 25 , 1999 . The Secretary of State issued a Certificate of Incorporation. Said Certificate and a recorded copy of the Articles of Incorporation were ordered appended to the minutes of the meeting. The secretary presented and read to the meeting, the By -Laws proposed for the corporation. After discussion and upon a motion duly made, seconded and carried, the By -Laws were adopted and ordered appended to the minutes of the meeting. The secretary then submitted the following to the Board of Directors: The corporate record book with share transfer ledger, specimen stock share certificate and the corporate seal. Upon motions duly made, seconded and carried, it was RESOLVED, that the corporate record book and the share transfer ledger are adopted by the corporation. RESOLVED, that the specimen share certificate is adopted as the form to be used corporation to represent stock shares issued by the corporation. RESOLVED, that the corporate seal presented is adopted by the corporation as the official seal. An impression of said seal is affixed hereto: The chairperson stated a depository for the funds of the corporation must be desig discussion, a motion was duly made, seconded and carried adopting Mi.nnequa Bank located in Pueblo, Colorado as the depository and the Treasurer was ordered to open an account in behalf of the corporation and a resolution for that purpose was adopted and ordered appended to the minutes of the meeting. Upon a motion duly made, seconded and carried, it was RESOLVED, that'the principal office of the corporation be established at: 31201 Bryan Circle; Pueblo, CO 81001 -4803 The meeting of the Board of Directors may be held at the principal place of business or at such other locations as the board may from time to time order. Upon a motion duly made, seconded and carried, it was RESOLVED, the treasurer is authorized to pay all charges and expenses incurred in the formation of the corporation. Page 2 Upon a motion duly made, seconded and carried, it was RESOLVED, that for the purpose of authorizing the corporation to conduct business in any state or country, the officers of this corporation are authorized to engage or appoint all necessary agents or attorneys for service of process, to establish or change the location of all offices and to make and file all necessary certificates, reports or other instruments as required by the laws of states or countries where it is necessary for the corporation to conduct business. Upon a motion duly made, seconded and carried, it was RESOLVED, the Board of Directors of the corporation is authorized to issue shares of capital stock of the corporation, consideration having been given. Further, at this meeting, the following issuance was made. Stockholder Name Jack Vicari No. /Class Share 100,000 Upon motions duly made, seconded and carried, it was Consideration N/A RESOLVED, the corporation carry on with the business for which it was formed, and further after conferring with the CPA of the corporation, this is a "Corporation ". RESOLVED, that the signing of these minutes shall constitute full ratification thereof and waiver of notice of the meeting by the signatories. There being no further business before the meeting, on a motion duly made, seconded and carried, the meeting was adjourned. Dated: 12, 1999 Chairpe on - Jack Vicari ecr Jacqueline R. omson Page 3 rte. CERTIFICATION AND ACKNOWLEDGEMENT OF ATTENDANCE JMAR FLYING, INC. I HEREBY CERTIFY that all of the directors of the corporation, undersigned here below, were present at the foregoing meeting and that said directors do not protest the absence of notice of the meeting and said directors do agree that the foregoing minutes accurately reflect the actions taken at that meeting. /-� Date: July 12; 1999 Jacqueline R. o M Soj' Page Directors: Jack Vicari MINUTES OF FIRST MEETING OF SHAREHOLDERS OF JMAR FL YING, INC. The first meeting of the shareholders was held at 1318 Court Street; Pueblo, "Co 81003 on July 12 , 19 99 , at 3: 00 p m. The following shareholders were present Jack Vicari and the following shareholders were represented by proxy NONE being a quorum. The president of the corporation presided as chairperson of the meeting with the secretary recording the minutes. The president reported on the organizational meeting of the corporation. The president reviewed the minutes of said organizational meeting which included the adoption of the By -Laws, the election of officers and all other pertinent matters. Upon a motion duly made, seconded and carried, the shareholders approved and ratified all of the actions taken by the incorporators and the Board of Directors. The next item of business was the election of directors. For the record, it was stated that the By- Laws of the corporation provide for one (1) directors. After discussion and nominations, the following were elected directors to serve in office until the next annual meeting of shareholders and until qualified successors have been elected: Jack Vicari There being no further business and, upon a motion duly made, seconded and carried, the first meeting of shareholders was adjourned. 1 Jacqueline R. Tomson Page CERTIFICATION AND ACKNOWLEDGEMENT OF ATTENDANCE JMAR FLYING, INC. I HEREBY CERTIFY that all of the shareholders of the corporation, undersigned here below, were present at the foregoing meeting and that said shareholders do not protest the absence of notice of the meeting and said shareholders do agree that the foregoing minutes accurately reflect the actions taken at that - meeting_ Date: July 12, 1999 Jacqueline R. Tcroson Shareholders: Jack Vicari Page