NOTICE OF PROPOSED CORPORATE ACTION NO. 12/3
OF UNIVERSAL TRADING & INVESTMENT CO., INC.
MASSACHUSETTS CORPORATION,
RE: Proposed Acquisition of Maxioil, Ltd.
Date: March 15, 2012
Nature of Proposed Corporate Action
Pursuant to Parts A and B of the Bylaws of the corporation, a proposed corporate action is put on the agenda, to acquire Maxioil Ltd., a Massachusetts corporation.
It has been decided that the such proposed corporate action be made a published as appropriate, in order to allow any interested persons that have claims concerning Maxioil Ltd. to advise so Universal Trading & Investment Co., Inc.
The proposed acquisition will be held in abeyance of any information about the liabilities of Maxioil Ltd., unknown to UTICo's Board at the present time.
The Notice shall serve the purpose of allowing the reasonable time, estimated at 6 months, in order to evaluate the assets and liabilities of Maxioil Ltd. and to come to the decision of advisability of going forward with such a proposed corporate action.
For reference for the corporate legal basis for decision-making, the annexed extract from the Bylows of the corporation shall serve as the controlling provisions.
Extract from Bylaws of Universal Trading & Investment Co., In.
Part A.
Board of Directors:
1. Subject to state law and the articles of incorporation, the business and affairs of this corporation shall be managed by and all corporate powers shall be exercised by or under the direction of the board of directors.
2. Each director shall exercise such powers and otherwise perform such duties in good faith and in the manner provided for by law.
3. This corporation shall have no less than 6 and no more than 12 directors. This number may be changed by amendment of the bylaws, adopted by the vote or written consent of a majority of shareholders entitled to vote. The term “board of directors” as used in these bylaws means the number of directors authorized in this paragraph, even if that number is one.
4. Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting, subject to any rights of shareholders outlined in any shareholder’s agreement. Each director, including a director elected to fill a vacancy, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
5. Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.
6. A vacancy in the board of directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the shareholders fail, at any meeting of the shareholders at which any directors are elected, to elect the full number of authorized directors. The shareholders may elect a director or directors to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require consent of a majority of the outstanding shares entitled to vote. Any director may resign effective upon giving written notice to the President or the Secretary, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the shareholders may elect a successor to take office when the resignation becomes effective. No reduction of the authorized number of directors shall have the effect of removing any director before the director’s term of office expires.
7. The entire board of directors or any individual director named may be removed from office as provided by state law. In such a case, the shareholder(s) may elect a successor director to fill such vacancy for the remaining unexpired term of the director so removed.
8. Regular meetings of the board of directors shall be held at any place within or without the state that has been designated from time to time by resolution of the board. In the absence of such resolution, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or without the state that has been designated in the notice of the meeting or, if not stated in the notice or there is no notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in such meeting can hear one another, and all such directors shall be deemed to have been present in person at such meeting.
9. Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, the election of officers, and the transaction of other business. Notice of this meeting shall not be required. Minutes of any meeting of the board, or any committee of the board, shall be maintained by the Secretary or other officer designated for that purpose.
10. Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice, provided the time and place of such meetings has been fixed by the board of directors, and further provided the notice of any change in the time of such meeting shall be given to all the directors. Notice of a change in the determination of the time shall be given to each director in the same manner as notice for special meetings of the board of directors. If said day falls upon a holiday, such meetings shall be held on the next succeeding day thereafter.
11. Special meetings of the board of directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two directors.
12. Notice of the time and place for special meetings shall be delivered personally or by telephone to each director or sent by first class mail or telegram, charges prepaid, addressed to each director at his or her address as it is shown in the records of the corporation. In case such notice is mailed, it shall be deposited in the United States mail at least ten (10) days prior to the time of holding of the meeting. In case such notice is delivered personally or by telephone or telegram, it shall be delivered personally or by telephone or to the telegram company at least forty-eight (48) hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place, if the meeting is to be held at the principal executive of the corporation.
13. The transactions of any meeting of the board of directors, however called, noticed, or wherever held, shall be as valid as though had at a meeting duly held after the regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. Waiver of notices or consents need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as otherwise provided in these bylaws. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum was present shall be regarded as the act of the board of directors.
14. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
15. Notice of the time and place of the holding of an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
16. Any action required or permitted to be taken by the board of directors may be taken without a meeting with the same force and effect as if taken by unanimous vote of directors, if authorized by a consent in writing signed individually or collectively by all members of the board. Such consent shall be filed with the regular minutes of the board.
17. Directors and members of a directors’ committee may receive such compensation and such reimbursement of expenses as may be fixed or determined by resolution of the board of directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, employee, or otherwise and receiving compensation for such services.
18. Committees of the board may be appointed by resolution passed by a majority of the whole board. Committees shall be composed of two (2) or more members of the board and shall have such powers of the board as may be expressly delegated to them by resolution of the board of directors. The board may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Committees shall have such powers of the board of directors as may be expressly delegated to it by resolution of the board of directors.
19. The board of directors from time to time may elect one (1) or more persons to be advisory directors, who shall not by such appointment be members of the board of directors. Advisory directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the board of directors upon invitation and to furnish consultation to the board. The period during which the title shall be held may be prescribed by the board of directors. If no period is prescribed, the title shall be held at the pleasure of the board.
