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