Exhibit 2.1
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Merger approved on this ___ day of
___________, 2000 by the shareholders of The Flagship Companies, Inc., a
business corporation organized and existing under the laws of the State of South
Dakota, and by resolution adopted by its Board of Directors on said date; and
approved on ____ day of _______________, 2000 by the shareholders of Flagship
International Holdings, Ltd., a business corporation organized and existing
under the laws of the State of Nevada, and by resolution adopted by its Board of
Directors on said date.
1. The Flagship Companies, Inc., a South Dakota corporation and
Flagship International Holding, Ltd , a Nevada corporation shall pursuant to the
provisions of the South Dakota Business Corporation Act and the provisions of
the Nevada Business Corporation Act, be merged with and into a single
corporation, to wit, Flagship International Holding, Ltd., a Nevada corporation,
which shall be the surviving corporation upon the effective date of the merger,
and which is hereinafter referred to as the "Surviving corporation", and which
shall continue to exist as said Surviving corporation under the name Flagship
International Holding, Ltd pursuant to the provisions of the Nevada Business
Corporation law. The separate existence of The Flagship Companies, Inc., a South
Dakota corporation, which is hereafter referred to as the "Terminating
Corporation" shall cease upon the effective date of the merger in accordance
with the provisions of the South Dakota Business Corporation Act.
2. The Certificate of Incorporation of the Surviving corporation as now
in force and effect shall be the Certificate of Incorporation of said Surviving
corporation.
3. The By-laws of the Surviving corporation as in force and effect upon
the effective date of the merger shall be the By-laws of the Surviving
corporation and continue in full force and effect until changed, altered, or
amended as therein provided and in the manner prescribed by law.
4. The directors and officers in office of the Surviving corporation
upon the effective date of the merger shall continue to be the members of the
Board of Directors and officers of the Surviving corporation, all of whom shall
hold their respective directorships and offices until the election and
qualification of their respective successors or until their tenure is otherwise
terminated in accordance with the By-laws of the Surviving corporation.
5. Each issued share of the Terminating corporation, upon the effective
date of the merger, be converted into the right to receive and become
exchangeable for one share of common stock of the Surviving corporation.
6. The Surviving Corporation and the Terminating Corporation will cause
to be executed and filed any document or documents prescribed by the laws of the
State of South Dakota and the State of Nevada, and they will cause to be
performed all necessary acts therein to effectuate the merger. The Board of
Directors and the proper officers of the Surviving Corporation and Terminating
Corporation are hereby authorized, empowered and directed to do any and all
acts, and to make, execute, deliver and file any and all instruments, papers and
documents which shall be necessary to carry out or put into effect the
provisions of this Agreement and Plan of Merger and the merger provided for
herein.
ARTICLES OF MERGER OF
THE FLAGSHIP COMPANIES, INC.
Pursuant to the provisions of the South Dakota Business Corporation Act
governing the merger of one foreign business corporation with and into a
domestic business corporation, the corporations hereinafter named do hereby
adopt the following articles of merger.
ARTICLE I.
NAMES
The name of the merging corporations are The Flagship Companies, Inc.,
which is a business corporation organized under the laws of the State of South
Dakota, and The Flagship Companies, Inc., which is a business corporation
organized under the laws of the State of Minnesota.
ARTICLE II.
PLAN OF MERGER
Annexed hereto and made a part of this Agreement and Plan of
Reorganization for merging The Flagship Companies, Inc., a Minnesota
corporation, with and into The Flagship Companies, Inc. as adopted by resolution
of the Board of Directors and approved by the Shareholders of each of said
corporations.
ARTICLE III.
NUMBER OF SHARES REQUIRED TO VOTE
The number of shares of The Flagship Companies, Inc. which were
outstanding at the time of the approval of the Agreement and Plan of
Reorganization by its shareholders were 2 shares of common stock, and the total
number of votes entitled to be cast was 2.
The number of the aforesaid shares which were voted for the Agreement
and the Plan of Reorganization is 2, and the number of shares which were voted
against the same is 0.
The number of shares of The Flagship Companies, Inc., a Minnesota
corporation, which were outstanding at the time of the approval of the Agreement
and Plan of Reorganization by its shareholders were 2,150,240 shares of common
stock, and the total number of votes entitled to be cast was 2,150,240.
The number of the aforesaid shares which were voted for the Agreement
and the Plan of Reorganization is 2,150,240, and the number of shares which were
voted against the same is 0.
Dated this ___ day of ___________, _____.
THE FLAGSHIP COMPANIES, INC., THE FLAGSHIP COMPANIES, INC.,
a South Dakota corporation, a Minnesota corporation,
By: By:
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Its President Its President
STATE OF NEBRASKA )
) ss
COUNTY OF XXXXXXX )
The foregoing instrument was acknowledged before me on this ___ day of
____________, _____, by ___________________________, President of The Flagship
Companies, Inc., a South Dakota corporation, who acknowledged that this was his
free and voluntary act on behalf of the Corporation.
--------------------------
Notary Public
STATE OF NEBRASKA )
) ss
COUNTY OF XXXXXXX )
The foregoing instrument was acknowledged before me on this ___ day of
____________, _____, by ___________________________, President of The Flagship
Companies, Inc., a Minnesota corporation, who acknowledged that this was his
free and voluntary act on behalf of the Corporation.
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Notary Public
