-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FTLlyWulxVjlcuzuOM03HUBFfeKFRn1QBdrbsaDlMEOFRimXszL1Jt9kuQ6jejiS atrt1AzY+Ap/DYMCupLmrQ== 0001164150-04-000138.txt : 20040831 0001164150-04-000138.hdr.sgml : 20040831 20040830180919 ACCESSION NUMBER: 0001164150-04-000138 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040827 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040831 DATE AS OF CHANGE: 20040830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL ENVIRONMENTAL ENERGY COPORATION CENTRAL INDEX KEY: 0000840823 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 000000000 STATE OF INCORPORATION: C5 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32861 FILM NUMBER: 041006367 BUSINESS ADDRESS: STREET 1: 4640 SOUTH CARROLLTON AVENUE STREET 2: SUITE 2A-6 CITY: NEW ORLEANS STATE: LA ZIP: 70199 BUSINESS PHONE: 8777236315 MAIL ADDRESS: STREET 1: MAGNA CARTA COURT STREET 2: P. O. BOX N-918 CITY: NASSAU STATE: C5 ZIP: N918 FORMER COMPANY: FORMER CONFORMED NAME: LIFE ENERGY & TECHNOLOGY HOLDINGS INC DATE OF NAME CHANGE: 20010123 FORMER COMPANY: FORMER CONFORMED NAME: HEALTH PAK INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN WINDSOR LTD DATE OF NAME CHANGE: 19910911 8-K 1 geec-8k_08302004.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 30, 2004 Global Environmental Energy Corporation ------------------------------------------- (Exact name of registrant as specified by its charter) Bahamas 33-24483-NY 00-0000000 - ------------------------ ---------------------- ---------------------- (State or other jurisdic- (Commission File (IRS Employer tion of incorporation) Number) Identification Number) MAGNA CARTA COURT PARLIAMENT & SHIRLEY STREETS P.O. BOX N-918 NASSAU, BAHAMAS N/A - --------------------------------------- -------------------------------- (address of principal executive offices) (zip code) 4640 South Carrollton Ave Suite 2A-6 New Orleans, La 70199 - --------------------------------------- -------------------------------- (address of principal business offices) (zip code) Registrant's telephone number, including area code: (877) 723-6315 Life Energy & Technology Holdings, Inc 7537 Leesburg Pike #200 Falls Church, VA 22043 ------------------------------------------------------- (Former name or former address, if changes since last report) ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS Existing shareholders of Global Environmental Energy Corporation, formerly known as Life Energy & Technology Inc., are to receive one share of Global Environmental Energy Corp. for each share of Life Energy & Technology Holdings, Inc., as of August 30, 2004. Shareholders who hold existing LETH share certificates may obtain replacement Global share certificates directly from the company's transfer agent Signature Stock Transfer. Shareholders with shares held in brokerage accounts will automatically now trade under the name Global Environmental Energy, Corp. Of note, the change will not affect the day-to-day operations of the company, and Global Environmental Energy will continue to maintain offices and manufacturing in the United States. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS Life Energy & Technology Holdings, Inc., (OTC-BB: LETH), board of directors has approved a name change from Life Energy & Technology Holdings, Inc. to Global Environmental Energy Corp., effective as of August 30th 2004. The new trading symbol for Global Environmental Energy Corp. has been applied for. Global Environmental Energy Corporation, formerly known as Life Energy & Technology Inc, board of directors has approved its situs of incorporation to be moved from Delaware to Nassau in the Commonwealth of Bahamas effective Monday August 30, 2004. ITEM 8.01. OTHER EVENTS On August 30th, 2004 Global Environmental Energy Corp., formerly known as Life Energy & Technology Inc, has caused its situs of incorporation to be moved from Delaware New Providence in the Commonwealth of Bahamas. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description - ---------------------------------------------------------------------- 3.1 * Certificate of Incorporation 3.2 * By-Laws of Global Environmental Energy Corp. 10.1* Board minutes authorizing formation of Global Environmental Energy Corporation in Bahamas - ---------------------- * Filed herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Global Environmental Energy Corp. By: /s/ Dr CA McCormack - --------------------------- Dr CA McCormack, B.Sc., Ph.D., N.I.H.C., M.PS., M.ARVO., F.F., Ful.S., President & Chief Executive Officer, Global Environmental Energy Corp. for and on behalf of Global Environmental Energy Corp. Date: August 30th 2004 EX-3 2 geec-8k_0804ex3a.txt EXHIBIT 3.1 COMMONWEALTH OF THE BAHAMAS New Providence INTERNATIONAL BUSINESS COMPANIES ACT, 2000 MEMORANDUM OF ASSOCIATION OF GLOBAL ENVIRONMENTAL ENERGY CORPORATION E. DAWSON ROBERTS & COMPANY CHAMBERS MAGNA CARTA COURT PARLIAMENT & SHIRLEY STREETS P.O. BOX N-918 NASSAU, BAHAMAS INTERNATIONAL BUSINESS COMPANIES ACT, 2000 ("the Act") Section 15(7) Certificate of Compliance with Requirements of the Act on Application for Registration RE: GLOBAL ENVIRONMENTAL ENERGY CORP. I, Edward D. Roberts, Jr., of the Eastern District of the Island of New Providence one of the Islands of the Commonwealth of The Bahamas, hereby certify that I am the Counsel and Attorney of the Supreme Court of the Commonwealth of The Bahamas engaged in the formation of the captioned company and that to the best of my knowledge and belief all of the requirements of the Act in respect of the registration of the captioned company have been complied with. Dated this 30th day of July, A.D. 2004. Edward D. Roberts, Jr. E. DAWSON ROBERTS & COMPANY Magna Carta Court Parliament Street P.O. Box N-918 Nassau, N.P. The Bahamas COMMONWEALTH OF THE BAHAMAS Memorandum of Association of GLOBAL ENVIRONMENTAL ENERGY CORP. International Business Companies Act 2000 Company Limited by Shares FIRST. The name of the corporation is GLOBAL ENVIRONMENTAL ENERGY CORP. SECOND. Its Registered Office in the Commonwealth of The Bahamas is to be located in the Chambers of E. Dawson Roberts & Company, Magna Carta Court, Parliament and Shirley Streets, Nassau, Bahamas. The Registered Agent in charge thereof is E. Dawson Roberts & Company, Magna Carta Court, Parliament and Shirley Streets, Nassau, Bahamas. THIRD. The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on, are to do any or all the things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz: "The objects and purposes of the Company are to engage in any object or purpose not prohibited by the International Business Companies Act, 2000, or by any other law for the time being in force in The Bahamas." FOURTH. The shares in the Company shall be issued in the currency of the United States of America. The total authorized capital of the Company shall be US$202,000.00. The Company shall be authorized to issue two (2) classes of Shares. One class shall be designated as COMMON STOCK and shall be voting stock of the Company and the other class shall be PREFERRED STOCK which shall be non-voting stock of the Company. The total number of Shares of COMMON STOCK which the Company is authorized to issued on ONE HUNDRED MILLION (100,000,000) SHARES, with a par value of two tenths of one cent ($0.002) each. The total number of Shares of PREFERRED STOCK which the Company shall have authority to issue shall be TWENTY MILLION (20,000,000) SHARES which shall have a par value of one hundredth of a cent ($0.0001) each and which may be issued in series, The terms, conditions and character of the PREFERRED STOCK shall be fixed by the Board of Directors of the company at or prior to the time any of such PREFERRED STOCK is issued by the Company. FIFTH. The name and mailing address of the incorporators are as follows: NAME ADDRESS - ------------------------- -------------------------------- Edward Dawson Roberts P.O. Box N-918, Nassau, Bahamas Edward Dawson Roberts, Jr. P.O. Box N-918, Nassau, Bahamas SIXTH. The powers of the incorporators are to terminate upon filing of the certificate of incorporation, and the name(s) of persons who are to serve as director(s) until the first annual meeting of stockholders or until their successors are elected and qualify as follows: DR. CHRISTOPHER MCCORMACK DR. ALBERT REYNOLDS MR. SALIM GHAFARI -2- SEVENTH. The Directors shall have power to made and to alter or amend the Articles of Association of the Company, to fix the amount to he reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of the Company. With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have the authority to dispose, in any manner, of the whole property of the Company. The Articles of Association of the Company shall determine whether and to what extent the accounts and books of this Company, or any of them shall he open to the inspection of the stockholders, and no stockholder shall have any right of inspecting any account, or book or document of this Company, except as conferred by the law or the Articles of Association of the Company, or by resolution of the stockholders. The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the Company outside of the Commonwealth of The Bahamas, at such places as may be from time to time designated by the Articles of Association of the Company or by resolution of the stockholders or directors, except as otherwise required by the laws of The Commonwealth of The Bahamas. It is the intention that the objects, purposes and powers specified in the Third paragraph hereof shall, except where otherwise specified in said paragraph, be nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in this Memorandum of Association, but that the objects, purposes and powers specified in the Third paragraph and to each of the clauses or paragraphs of the charter shall be regarded as independent objects, purposes and powers. -3- EIGHTH. Directors of the Company shall not be liable to either the Company or its stockholders for monetary damages for a breach of fiduciary duties unless the breach involves (1) a director's duty of loyalty to the Company or its stockholders; (2) acts or omissions not in good faith or which resolve intentional misconduct or a knowing violation of law; (3) liability for unlawful payments of dividends or unlawful stock purchases or redemption by the corporation; or (4) a transaction from which the director derived an improper personal benefit. WE, THE UNDERSIGNED, far the purpose of forming a Company under the laws of the Commonwealth of The Bahamas, do make, file and record this Memorandum of Association and do certify that the facts herein are true, and We have accordingly hereunto set our hands. NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS 1. Edward Dawson Roberts P.O. Box N - 918 Nassau, Bahamas 2. Edward Dawson Roberts, Jr P.O. Box N-918 Nassau, Bahamas Dated at Nassau, New Providence, The Bahamas, this 30th day of July, A.D. 2004. /s/ Edward Dawson Roberts - -------------------------- Edward Dawson Roberts P.O. Box N-9 Nassau, Bahamas /s/Edward Dawson Roberts, Jr. - --------------------------- Edward Dawson Roberts, Jr. P.O. Box N-918 Nassau, Bahamas Signed by the Subscribers to the Memorandum of Association in the presence of: /s/Marlene Judith Albury - --------------------------- Marlene Judith Albury Commonwealth OF THE Bahamas Registrar General's Department I certify the foregoing to a rue Copy of the original document. July 30, 2004 Registrar General -4- EX-3 3 geec-8k_0804ex3b.txt EXHIBIT 3.2 COMMONWEALTH OF THE BAHAMAS New Providence INTERNATIONAL BUSINESS COMPANIES ACT, 2000 ARTICLES OF ASSOCIATION OF GLOBAL ENVIRONMENTAL ENERGY CORPORATION R. DAWSON ROBERTS & COMPANY CHAMBERS MAGNA CARTA COURT PARLIAMENT & SHIRLEY STREETS P.O. BOX N-918 NASSAU, BAHAMAS COMMONWEALTH OF THE BAHAMAS Articles of Association of GLOBAL ENVIRONMENTAL ENERGY CORP. International Business Companies Act 2000 Company Limited by Shares 1. In the interpretation of these presents, unless there be something in the subject or context inconsistent therewith: "the Act" means The International Business Companies Act 2000 of The Bahamas as amended from time to time; "Resolution of Directors" and "Resolution of Members" have the meaning assigned thereto respectively by the Act; "the Directors" means the Directors for the time being; "the Office" means the registered office for the time being of the Company; "the Register" means the register of members to be kept pursuant to Section 29 (1) of the Act; "month" means calendar month; "in writing" and "written" include printing, lithography and other modes of representing or reproducing words in a visible form. Words importing the singular number only include the plural number and vice versa; Words importing persons include corporations. -1- REGISTERED SHARES 2. The whole of the unissued shares of the Company for the time being shall be under the control of the Directors who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the Directors think fit. Subject to the provisions of Section 32 of the Act, any shares may be issued on the terms that they are, or at the option of the Company are liable, to be redeemed on such terms and in such manner as the Company before the issue of the shares may by Resolution of Directors determine. 3. Save as herein otherwise provided, the company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a Court of competent jurisdiction or as by Act required, be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person. 4. All the shares in the Company shall be numbered in regular series; and every surrendered share shall continue to bear the number by which the same was originally distinguished. 5. If several persons are registered as joint holders of any shares they shall be severally as well as jointly liable for any liability in respect of such shares, but service of notices on the first named upon the Register shall, be deemed proper service to all joint holders. Any of such persons may give effectual receipts for dividends. 6. For the purposes of the quorum, joint holders of any shares shall be considered as one number. 7. Certificates in respect of shares shall be issued and the signatures of all persons empowered to sign such certificate by Section 28(2) of the Act and likewise the Common Seal of the Company on such certificates may be facsimiles. In case any person who has signed or whose facsimile signature has been placed upon -2- such certificate shall have ceased to be such Director or Officer before such certificate is issued, it may be issued by the Company with the same effect as if he were such Director or officer at the date of its issue. 8. Every Member shall be entitled to one certificate for all the shares registered in his name or to several certificates, each for one or more of such shares. Every certificate of shares shall specify the number and denoting numbers of the shares in respect of which it is issued and the amount paid up thereon. 9. If any certificate be worn out or defaced then, upon production thereof to the Directors, they may order the same to be cancelled and may issue a new certificate in lieu thereof; and if any certificate he lost or destroyed then, upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors may deem adequate being given, a new certificate in lieu thereof shall be given to the parties entitled to such lost or destroyed certificate. 10. The certificate of shares registered in the names of two or more persons shall be delivered to the person first named on the Register. TRANSFER OF REGISTERED SHARES 11. The instrument of transfer (which need not he under Seal) of any share in the Company shall be executed by both the transferor and the transferee and the transferor shall he deemed to remain a holder of such share until the name of the transferee is entered in the Register in respect thereof. 12. Subject to such restrictions contained in these Articles as may be applicable, any member may transfer all or any of his shares by instrument in writing in any usual or common form or any form which the Directors may approve. 13. The Directors may decline to register any transfer of shares without assigning any reason therefor. -3- 14. No transfer shall be made to an infant or to a person of unsound mind. 15. The transfer books and the Register may be closed at such times and for such periods as the Directors may from time to time determine. 16. Every instrument of transfer shall he left at the Office of the Company for registration, accompanied by the certificate or certificates covering the shares to be transferred and such other evidence as the Directors may require to prove the title of the transferor or his right to transfer the shares. TRANSMISSION OF SHARES 17. The legal representatives of a deceased member (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to his shares and, in case of the death of any one or more of the joint holders of any registered shares, the survivor or survivors shall be the only person or persons recognized by the Company as having any title to or interest in such shares. 18. Subject to the provisions of Section 30 of the Act any person becoming entitled to any shares in consequence of the death of any Member or in any other way than by transfer may, with the consent of the Directors and upon the production of such evidence as may from time to time be required by the Directors, be registered as a Member or, subject to the provisions as to transfers hereinbefore contained, may transfer such shares to some other person by executing to the latter an instrument of transfer. BORROWING POWERS 19. The Directors may from time to time, at their discretion, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. 20. The Directors may raise or secure the payment or repayment of such money in such manner and upon such terms and -4- conditions in all respects as they think fit and in particular by the issue of bonds, mortgages, debentures or debenture stock perpetual or otherwise, notes or other obligations of the Company charged upon all or any part of the property of the Company (both present and future). 21. Debentures, debenture stock and other securities may be made assignable, free from any equities, between the Company and the person to whom the same may be issued. PROCEEDINGS AT GENERAL MEETINGS OF MEMBERS 22. No business shall be transacted at any general meeting of the Members unless a quorum is present. A quorum shall consist of two or more Members, present in person or by proxy, together holding a representing fifty-one per centum or more of the issued voting capital of the Company. 23. If, within one hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place; and if at such adjourned meeting a quorum is not present, those Members who are present shall be a quorum and may transact the business for which the meeting was called. 24. The Chairman of the Board of Directors, if any, shall preside as chairman at every meeting of the Members or, if there is no such Chairman, the Directors present shall elect one of their number to be Chairman of the meeting. 25. In the absence of the Chairman of the Board of Directors, if any, or if no Director is present or no Director is willing to act as Chairman, the Members present shall choose one of their number to be Chairman. 26. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than -5- the business left unfinished at the meeting from which the adjournment took place. 27. Every question submitted to a meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall, both on a show of hands and at the poll, have a casting vote in addition to the vote or votes to which he may be entitled as a Member. 28. At any general meeting of the Members unless a poll is demanded by a Member present in person or by proxy, a declaration by the Chairman that a Resolution had been carried and an entry to that effect in the book of proceedings of the Members shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favor of or against such Resolution. 29. If a poll is demanded it shall be taken in such manner as the Chairman directs and the result of such poll shall be deemed to be the Resolution of the Members. VOTES OF MEMBERS 30. Every Member holding voting shares shall either in person or by proxy have one vote on a show of hands and on a poll shall have one vote for every voting share held. Where a corporation, being a Member, wishes to be present, it must be represented by a proxy; such proxy shall he entitled to vote for such corporation on a show of hands and also on a poll. 31. If any Member is lunatic or idiot, he may vote by any person appointed by a Court of competent jurisdiction as his legal curator. 32. Votes may be given either personally or by permanent or ad hoc proxy. 33. If there be joint registered holders of any shares, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other -6- joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. 34. No Member shall be entitled to be present or to vote on any question, either personally or by proxy or as a proxy for another Member, at any meeting or upon a poll or be reckoned in a quorum, whilst any sum shall be due and payable to the Company in respect of any of the shares of such Member. 35. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney or, if such appointor is a corporation with a Common Seal, under such Common Seal or, if such corporation has not by its regulations any such Seal, then in such manner as may be acceptable to the Directors. A proxy need not be a Member of the Company. 36. The instrument appointing a proxy shall be deposited with the Secretary before or at the meeting for which it is to be used and, if permanent, may be recorded with the Secretary. 37. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy or transfer of the shares in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer shall have been received before the meeting. 38. An instrument appointing a proxy shall be in the following form or as near thereto as circumstances admit; "I of _______________, being a Member of (hereinafter referred to as "the Company"), hereby appoint of as my proxy to vote for me and on my behalf at the Meeting of the Members of the Company to he held on the ___ day of___________ A.D. ,I and at any adjournment thereof. Signed this ___________________ day of ___________________ A.D. ________________________________ (Signature) -7- OFFICERS 39. The Officers of the company shall be appointed by the Directors and may consist of a President, one or more Vice Presidents, a Secretary and a Treasurer and such other officers as the Members or the Directors may from time to time think necessary, and such other officers shall perform such duties as may be prescribed by the Directors. They shall hold office until their successors are appointed, but any officer may be removed at any time by Resolution of Members or of Directors. If any office becomes vacant the members in general meeting or the Directors may fill the same. 40. Any person may hold more than one of these offices and no officer need be a Member of the Company. PRESIDENT 41. The President shall perform such duties as may be prescribed by these Articles, or by Resolution of Members or of Directors. VICE-PRESIDENT 42. A Vice-President, in the absence or disability of the President, may perform the duties and exercise the powers of the President and shall perform such other duties as may be prescribed by these Articles, or by Resolution of Members or Directors. TREASURER 43. The Treasurer shall perform such duties as may be prescribed by these Articles, or by Resolution of Members or of Directors and, if and when directed so to do by Resolution of members or Directors, shall keep full and accurate accounts of the receipts and disbursement of the Company and shall render to the Directors at regular meeting of the Directors, or whenever they may require it, a statement of the financial condition of the Company. SECRETARY 44. The Secretary shall attend and keep the minutes of the meetings of the Members and of the Directors. He shall also summon -8- meetings and keep such other books and records of the Company and the Directors as may be required by Resolution of Members or of Directors and perform such other duties as may be prescribed by these Articles, or by Resolution of Members or of Directors. THE SEAL 45. The Directors shall provide for the safe custody of the Seal and the Seal shall never be used except by the authority of the Directors or of a Committee of the Directors authorized by the Directors for that purpose. Every instrument to which the Seal is to be affixed shall be executed on behalf of the Company by the President or a Vice-President or a Director signing the same and affixing thereto the Seal of the Company in the presence of the Secretary or another Director or another officer who shall sign the instrument as witness: provided that in the case of certificates of title to shares the provisions of Article 7 and of Section 28 (2) (b) of the Act shall apply. DIRECTORS 46. The first Directors of the Company shall be elected by the Members at a general meeting of the Members who shall hold office until replaced at a subsequent general meeting. The Directors shall be not less than one nor more than seven in number. 47. A Director replaced at a subsequent meeting may he reappointed as a Director of the Company on a subsequent date. 48. A Director need not be a Member of the Company and no shareholding qualification shall be necessary to qualify a person as a Director. 49. The remuneration, if any, of the Directors shall from time to time be determined by the Members in general meeting or by Resolution of Directors at any time and such remuneration shall be deemed to accrue from day to day. The Directors may also be paid all traveling, hotel and other expenses properly incurred in attending and traveling to and returning from meetings of the -9- Directors or of any committee of the Directors or general meeting of the Members or in connection with the business of the Company. 50. The office of a Director shall ipso-facto be vacated: (a) if he becomes bankrupt or suspends payment to or compounds with his creditors; (b) if he becomes lunatic or of unsound mind or all the other Directors shall have unanimously resolved that he is physically or mentally incapable of performing the functions of a Director; (c) If by notice in writing to the Company he resigns his office; (d) if he fails to make proper disclosure under the provisions of Section 56 of the Act; and (e) if he is removed by Resolution of Members or if his resignation in writing is requested by not less than three (3) of the other Directors. 51. The continuing Directors may act notwithstanding any vacancy in their body. However, so long as their number is reduced below the number fixed by or established pursuant to these Articles as the necessary quorum of Directors, the continuing Director or Directors may act for the purposes of increasing the number of Directors to the number necessary to constitute a quorum or to the minimum number fixed by Article 46 or of summoning a general meeting of the Shareholders, but for no other purpose. 52. Any casual vacancy in the Board of Directors may at any time be filled by the Directors but every person so chosen shall retain office so long as the vacating Director would have retained the same if no vacancy had occurred. 53. The Directors or the members in general meeting shall have power at any time, and from time to time, to elect any person as a Director as an addition to the Board but so that the total number of Directors shall not at any time exceed the maximum number fixed as above. -10- ALTERNATE DIRECTORS 54. Any Director may at any time appoint any person approved by the Directors to be an Alternate Director of the Company and may at any time remove any Alternate Director so appointed by him. An Alternate Director so appointed shall not be entitled to receive any remuneration from the Company but shall otherwise he subject to the provisions of these presents with regard to Directors. An Alternate Director shall (subject to his giving to the Company an address at which notices may be served upon him) he entitled to receive notices of all meetings of the Board and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally to perform all of the functions of his appointor as a Director in the absence of such appointor. An Alternate Director shall ipso-facto cease to be an Alternate Director if his appointor ceases for any reason to be a Director. All appointments and removals of Alternate Directors shall be effected in writing under the hand of the Director making or revoking such appointment and lodged with the Secretary at the Company's Office. MANAGING DIRECTORS 55. The Members in general meeting or the Directors may from time to time appoint one or more of the Directors to be a Managing Director or Managing Directors of the Company either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places. 56. The remuneration of a Managing Director shall from time to time be fixed by the Directors and may be by way of salary or commission or participation in profits or by any or all of those modes. 57. The Directors may from time to time entrust to and confer upon a Managing Director for the time being such of the powers -11- exercisable under these presents by the Directors as they think fit and may confer such powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for all or any of the powers of the Directors in that behalf; and may from time to time revoke, withdraw or vary all or any of such powers. PROCEEDINGS OF DIRECTORS 58. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit and may determine the quorum necessary for the transaction of business. Until otherwise determined, one Director shall be a quorum. It shall not be necessary to give notice of a meeting of Directors to a Director who is not within the Bahamas. 59. The Chairman of the Board of Directors, if any, shall preside at all meetings of the Directors or, if there is no such Chairman, the Directors present shall choose someone of their number to be the Chairman of the meeting. In the absence of the Chairman of the Board of Directors, the Directors present shall choose someone of their number to be Chairman of the meeting. 60. A meeting of the Directors for the time being at which a quorum is present shall he competent to exercise all or any of the authorities, powers and discretions by or under the regulations of the Company for the time being vested in or exercisable by the Directors generally. 61. A Director may at any time convene a meeting of the Directors. Questions arising at any meeting shall be decided by a majority of votes and in case of an equality of votes the Chairman shall have a second or casting vote. 62. The Directors may meet as provided by Section 48 of the Act. -12- 63. The Directors may delegate any of their powers to committees each consisting of two or more members of their body as they think fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be made or imposed upon it by the Directors. 64. The meetings and proceedings of any such committee shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors, so far as the same are applicable thereto and have not been superseded by any regulations made by the Directors under the last preceding clause. 65. All acts done by any meeting of the Directors, or of a committee of Directors or by any person acting as a Director, shall, notwithstanding that it afterwards he discovered that there was some defect in the election of any such Directors or persons acting as aforesaid or that they or any of them were or was disqualified, be as valid as though every such person had been duly elected and was qualified to be a Director. 66. A Resolution in writing signed by a majority of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. 67. If any Director, being willing, shall be called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company, the Company shall remunerate the Director for so doing by a fixed sum or by percentage of profits or otherwise as may be determined by the Directors, and such remuneration may be either in addition to or in substitution for his share in the remuneration above provided. POWERS OF DIRECTORS 68. The management of the business of the Company shall be vested in the Directors who, in addition to the powers and authorities by these presents or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and -13- expressly directed or required to be exercised or done by Resolution of Members but subject nevertheless to the provisions of the Act and of these presents. 69. Without prejudice to the general powers conferred by the last preceding clause and the other powers conferred by these presents, it is hereby expressly declared that the Directors shall have the following powers, that is to say: (1) To pay the costs, charges and expenses preliminary and incidental to the continuation promotion, formation, establishment and registration of the Company under the Act. (2) To purchase or otherwise acquire for the company any property (real or personal), rights or privileges which the Company is authorized to acquire at such price and generally on such terms and conditions as they think fit. (3) To sell, exchange or otherwise for valuable consideration to dispose of all or any of the property (real or personal) of the Company and to sign, seal, execute and deliver conveyances, transfers and assignments of any property so sold, exchanged or otherwise disposed of. (4) At their discretion to pay for any property, rights or privileges acquired by or services rendered to the Company either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company; and any such shares shall he issued as fully paid up; and any such bonds, debentures or other securities may be either specifically charged upon all or any part of the property of the Company or not so charged. (5) To secure fulfillment of any contracts or engagements entered into by the Company by mortgage -14- or charge of all or any of the property of the Company for the time being or in such other manner as they think fit. (6) To institute, conduct, defend, compound or abandon any legal proceedings by and against the Company or its officers or otherwise concerning the affairs of the Company; and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company. (7) From time to time provide for the management of the affairs of the Company abroad in such manner as they think fit and in particular by power of attorney under seal to appoint any persons to be attorneys or agents of the Company with such powers (including power to subdelegate) and upon such terms as may be thought fit. (8) To invest and deal with any of the moneys of the Company not immediately required for the purposes of the Company and upon such securities and in such manner as they may think fit and from time to time to vary or realize such investments. (9) To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name of and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company. DIVIDENDS 70. Subject to the rights and interests of any other class of shareholder that may be created, the profits of the Company shall be divisible among the ordinary shareholders in proportion to the capital paid up on the shares held by them respectively. -15- 71. Subject to the provisions of Sections 35 and 36 of the Act the Directors may from time to time declare and pay the members entitled thereto such dividends as appear to the Directors to be justified by the profits of the Company. 72. Unless otherwise directed, any dividend may be paid by cheque or warrant or bank transfer order and in the case of a cheque or warrant may be sent through the post to the registered address of the member entitled thereto or, in the case of joint holders, to the registered address of that holder, whose name stands first on the Register in respect of the joint holding, and every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent. RESERVES 73. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sums as they think proper as a reserve fund to meet contingencies or for equalizing dividends or for special dividends or bonuses or the redemption of preference shares or for repairing, improving and maintaining any of the property of the Company and for such other purposes as the Directors shall in their absolute discretion think conductive to the interest of the Company and may invest the several sums so set aside upon such investments as they may think fit and from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and may divide the reserve fund into such special funds as they think fit and employ the reserve fund or any part thereof in the business of the Company and that without being bound to keep the same separate from the other assets. CAPITALIZATION OF PROFITS AND RESERVES 74. The Directors may resolve by that it is desirable to capitalize any undivided profits of the Company not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend (including profits carried and standing to -16- the credit of any reserve or reserves or other special account) and accordingly that the Directors appropriate the profits resolved to be capitalized to the Members in the proportions in which such profits would have been divisible amongst them had the same been applied in paying dividends instead of being capitalized and to apply such profits on their behalf in paying up in full unissued shares, debentures or securities of the Company of a nominal amount equal to such profits, such shares, debentures or securities to be allotted and distributed, credited as fully paid up, to and amongst such members in the proportion aforesaid or partly in one way and partly in the other. Provided that the capital redemption reserve fund may, for the purposes of this Article, only be applied in the paying up of unissued shares to be issued to members as fully paid. 75. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalized thereby and all allotments and issues of fully paid shares, debentures or securities, if any, and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provisions by the issue of fractional certificates or by payment in cash or otherwise as they think fit in the case of shares, debentures or securities becoming distributable in fractions and also to authorize any person to enter, on behalf of all the Members interested, into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares, debentures or securities to which they may be entitled upon such capitalization; and any agreement made under such authority shall be effective and binding on all such members. ACCOUNTS 76. (1) The Directors shall cause true accounts of the receipts and disbursements of cash and of the assets and -17- liabilities of the Company to be kept at the Office of the Company or at such other place as the Directors may from time to time appoint and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the Directors, such accounts shall be open to the inspection of the Members during the hours of business. (2) When called upon to do so by Members holding fifty-one percent or more of the issued voting capital the Directors shall lay before the members in general meeting: (a) a Statement of Income and Expenditure for the past year, and (b) a Balance Sheet containing a summary of the assets and liabilities of the Company both such Statement and Balance Sheet being made up to a date not more than six months before such meeting. AUDIT 77. The Directors shall make all necessary arrangements for the audit from time to time as they see fit of the books and accounts of the Company. NOTICES 76. A notice may he served by the Company upon any Member either personally or by sending it through the post in a prepaid letter addressed to such Member at his registered address. 79. All notices directed to be given to the Members shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first on the Register; and the notice so given shall be sufficient notice to all the holders of such shares. 80. The signature to any such notice to be given by the Company may be written, typewritten or printed. 81. Any notice, if served by post, shall be deemed to have been served at the time when in the ordinary course of post the -18- letter containing the same would be delivered; and in proving such notice it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office. 82. Any Member or Director may waive the right to receive notices by an instrument in writing signed by him before, at or after any meeting. INDEMNITY 83. Save and except so far as the provision of this Article shall be avoided by any provision of the Act, the Directors, Secretary and other officers for the time being of the Company and the Trustees (if any) for the time being acting in relation to any of the affairs of the Company and every one of them and every one of their heirs, executors and administrators shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices or trusts except such (if any) as they shall incur or sustain through or by their own wilfull neglect or default respectively and none of them shall be answerable for the acts, receipts or defaults of the other or others of them or for joining in any receipts for the sake of conformity or for any bankers or other person with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody or for the insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out or invested or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts or in relation thereto except the same shall happen by or through their own wilfull neglect or default respectively. -19- AMENDMENT 84. The Directors may from time to time amend the Memorandum of Association or these Articles of Association by Resolution. IN WITNESS WHEREOF WE, the Subscribers to the Memorandum of Association have hereunto subscribed our names this 30th of July, A.D. 2004. /s/ Edward Dawson Roberts - -------------------------- Edward Dawson Roberts P.O. Box N-9 Nassau, Bahamas /s/Edward Dawson Roberts, Jr. - --------------------------- Edward Dawson Roberts, Jr. P.O. Box N-918 Nassau, Bahamas Signed by the Subscribers to the Memorandum of Association in the presence of: /s/Marlene Judith Albury - --------------------------- Marlene Judith Albury Commonwealth OF THE Bahamas Registrar General's Department I certify the foregoing to a rue Copy of the original document. July 30, 2004 Registrar General -20- EX-10 4 geec-8k_0804ex10.txt EXHIBIT 10.1 STATEMENT OF UNAMINOUS WRITTEN CONSENT TO ACTION TAKEN IN LIEU OF THE ANNUAL MEETING OF THE DIRECTORS OF GLOBAL ENVIRONMENTAL ENERGY INC BY WAIVER OF NOTICE DATE: August 24th 2004 Time: 5.10 PM GMT Place:Telephonically THE UNDERSIGNED, being all of the directors of Global Environmental Energy, Corp. formally known as Life Energy & Technology Holdings, Inc., a Delaware Corporation and a U.S. Public Company (the Corporation) do hereby take the following actions in the name of and on behalf of the Corporation. At a telephonic meeting of the Board of Directors of Global Environmental Energy, Inc formally known as Life Energy & Technology Holdings, Inc. held pursuant to waiver of notice and attended by all members on August 24th 2004, and after due discussion, IT WAS UNANIMOUSLY RESOLVED: 1). That Global Environmental Energy Corporation, formerly known as Life Energy & Technology Inc, shall cause its situs of incorporation to be moved from Delaware to Nassau in the Commonwealth of Bahamas effective Monday August 30, 2004; and 2). That all officers and agents be authorized to take appropriate corporate action to effect the change of situs of the corporation, including but not limited to, availing itself of Global Environmental Energy Corp. incorporated in the Commonwealth of Bahamas on July 30, 2004; and 3). That appropriate officers and or agents make such notification to operating agencies and the public as may be required. IN WITNESS WHERE OF: The undersigned have executed this Consent: Mr. Salim Ghafari /s/ Salim Ghafari -------------------- Dr CA McCormack /s/ Dr CA McCormack -------------------- Dr A Reynolds /s/ Dr A Reynolds -------------------- STATEMENT OF UNAMINOUS WRITTEN CONSENT TO ACTION TAKEN AT A SPECIAL MEETING OF THE DIRECTORS OF LIFE ENERGY & TECHNOLOGY HOLDINGS, INC. BY WAIVER OF NOTICE DATE: June 24, 2004 Time: 2:30 AM GMT Place: Telephonically THE UNDERSIGNED, being a all of the directors of Life Energy & Technology Holdings, Inc a Delaware Corporation and a U.S. Public Company (the Corporation) do hereby take the following actions in the name of and on behalf of the Corporation: At a telephonic meeting of the Board of Directors of Life Energy & Technology Holdings, Inc held pursuant to waiver of notice and attended by all members on June 24, 2004, and after due discussion, IT WAS UNANIMOUSLY RESOLVED: That the 1) That the Board of Directors has determined that more than the majority of the shares of its common stock authorized to vote on such matters and having voted in favor of the same it was resolved that the name of the Life Energy & Technology Holdings, Inc be changed to Global Environmental Energy Corporation. 2) It was further resolved that appropriate officers, directors and agents to the company be authorized to complete this action. IN WITNESS WHERE OF: The undersigned have executed this Consent: Mr. Salim Ghafari /s/ Salim Ghafari -------------------- Dr CA McCormack /s/ Dr CA McCormack -------------------- Dr A Reynolds /s/ Dr A Reynolds -------------------- -----END PRIVACY-ENHANCED MESSAGE-----