Exhibit 2.3
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Merger approved on this ___ day of
___________, _____ 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 ____________, ____ by the shareholders of Xxx Xxxxxxxxxx &
Associates, Inc., a business corporation organized and existing under the laws
of the State of Iowa, and by resolution adopted by its Board of Directors on
said date.
1. The Flagship Companies, Inc., a South Dakota corporation and Xxx
Xxxxxxxxxx & Associates, Inc., an Iowa corporation shall pursuant to the
provisions of the South Dakota Business Corporation Act and the provisions of
the Iowa Business Corporation Act, be merged with and into a single corporation,
to wit, The Flagship Companies, Inc., a South Dakota 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 The Flagship Companies,
Inc. pursuant to the provisions of the South Dakota Business Corporation law.
The separate existence of Xxx Xxxxxxxxxx & Associates, Inc., an Iowa
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 Iowa 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 except that Article IV thereof, relating to the number of authorized
shares, is hereby amended and changed so as to read as follows upon the
effective date of the merger:
ARTICLE IV
AUTHORIZED SHARES
The aggregate number of shares which the corporation shall have the
authority to issue is Ten Million (10,000,000) shares of common stock and the
par value of each of said shares shall be One dollar ($1.00), all of which shall
be one class of common stock.
and said Certificate of Incorporation as herein amended and changed shall
continue in full force and effect until further amended and changed in the
manner prescribed by law.
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 .344 shares 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 Iowa, 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 Xxx Xxxxxxxxxx & Associates, Inc., which is a business corporation
organized under the laws of the State of Iowa.
ARTICLE II.
PLAN OF MERGER
Annexed hereto and made a part of this Agreement and Plan of Merger for
merging Xxx Xxxxxxxxxx & Associates, Inc., an Iowa 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 Merger 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 Merger is 2, and the number of shares which were voted against
the same is 0.
The number of shares of Xxx Xxxxxxxxxx & Associates, Inc., an Iowa
corporation, which were outstanding at the time of the approval of the Agreement
and Plan of Merger by its shareholders were 1,000,000 shares of common stock,
and the total number of votes entitled to be cast was 1,000,000.
The number of the aforesaid shares which were voted for the Agreement
and the Plan of Merger is 1,000,000, and the number of shares which were voted
against the same is 0.
Dated this ___ day of ___________, _____.
THE FLAGSHIP COMPANIES, INC., a South XXX XXXXXXXXXX & ASSOCIATES,
Dakota corporation, INC., an Iowa corporation,
By: By:
------------------------------ ------------------------------
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 Xxx Xxxxxxxxxx
& Associates, Inc., an Iowa corporation, who acknowledged that this was his free
and voluntary act on behalf of the Corporation.
----------------------------
Notary Public