[Constitionally Protected Activity]
500,000,000,000 billion hits in less than five years - 10:05PM CST 7/10/2019
Dynacon Corporation reaches its five year anniversary date on June 4, 2020 - 12:07PM CST 9/4/2019
7,000,000,000,000 trillion hit anniversary, February 6, 2020, 10:18PM CST
JULY 7th ANNUALY HAS BEEN ESTABLISHED AS JOHN P. MCKENZIE WORLD FESTIVAL DAY, FOREVER INTO THE FUTURE - 5:36AM CST 2/10/2021
the United States of
First Amendment (Fully Enforced per US Constitutional Law, (2017)
CLOSING PERMANENTLY END OF 4TH QUARTER, OCTOBER 2022 - 3:23PM CST / Tuesday, 3/9/2021
CLOSING FOR BUISINESS - 10:36PM CST Friday 9/4/2020
Website gets hacked almost daily - BE ADVISED
Ticker Symbol: DYA (US Dollar)
Change (%) 0.00 (-0.01%)
Data as of 4/30/2021 3:59PM CT
DYNACON INC., (2010 - 2021), IS PERMANENTLY CLOSING FOR BUSINESS, EFFECTIVE OCTOBER 28th, 2022, APPROXIMATELY FRIDAY AT 6:00PM CST - 7:26PM CST 3/14/2021
Dynacon Corp's 1,000,000,000,000 trillion hit anniversary on September 15, 2019 - 12:41AM CST 7/10/2019
9,400,000,000,000 trillion hit anniversary, February 8, 2020, 10:00AM CST
CLOSING FOR BUISINESS - 10:36PM CST Friday 9/4/2020
Co-Founded, as a California Unincorporated Association: November 10, 2010 - June 3, 2015
Incorporated in the State of Delaware: June 4, 2015
Website noted as reached over 2,300,000,000,000 trillion hits as of September 9, 2019 at 3:09AM CST - 6:55AM CST 8/18/2019
7,000,000,000,000 trillion hit anniversary, February 6, 2020, 10:18PM CST
JANUARY 26th, 2021 AT 2:57PM CST, IS ESTABLISHED AND DOCUMENTED AS DYNACON'S DAY OF TRANSFORMATION RELOCATING OPERATIONS TO THE UNITED STATES OF MEXICO - 2:22AM CST 1/29/2021
Dynacon Corp's registered over 2,750,000,000,000 trillion hits on its 1 trillion hit anniversary on September 15, 2019 at 6:00PM CST - 7:14AM CST 8/18/2019
9,400,000,000,000 trillion hit anniversary, February 8, 2020, 9:53AM CST
JP McKenzie, Dynacon's original primary founder and CEO, is acknowledged as the former company's most acomplished and determined director - 9:45AM CST 12/20/2019
101,000,000,000,000 trillion hit anniversary, July 4, 2021, 4:05PM CST
CLOSING PERMANENTLY END OF 4TH QUARTER, OCTOBER 2022 - 3:23PM CST / Tuesday, 3/9/2021
1. Strong corporate governance is an integral part of the company's core values, supporting the Company's sustainable growth mission. Dynacon is committed to having sound corporate governance principles and practices.
Within this section you will find information about the Company's Board of Directors and its governance structure and processes, including the Board's Corporate Governance Guidelines, Charters adopted by the Board for the Audit, Human Resources and Compensation, and Corporate Governance Committees and related matters.
This document contains projected statements which may be identified by their use of words like “plans,” “expects,” “will,” “believes,” “intends,” “estimates,” “anticipates” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about the Dynacon Corp's strategy for growth, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures and financial results, are forward looking statements. Projected statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized.
Projected statements also involve risks and uncertainties, many of which are beyond the company’s control. Some of the important factors that
could cause the company’s actual results to differ materially from those projected in any such projected statements are: fluctuations in energy and raw material prices; failure to develop and market new products and optimally manage product life cycles; significant litigation and environmental matters; failure to appropriately manage process safety and product stewardship issues; changes in laws and regulations or political conditions; global economic and capital markets conditions, such as inflation, interest and currency exchange rates; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, weather events and natural disasters; ability to protect and enforce the company's intellectual property rights; successful integration of acquired businesses and separation of underperforming or non‐profit assets or businesses and successful completion of the company's subsidiaries, aquisitions, non-profit associations, and limited liability partnerships. This includes the ability to fully realize all expected benefits of the proposed spinoff. JP McKenzie Holdings & Co., undertakes no duty to update any projected statements as a result of future developments or new information.
Dynacon has performed an entity-wide value at risk analysis of virtually all of Dynacon's ﬁnancial instruments, including price risk management activities and merchant investments. Value at risk incorporates numerous variables that could impact the fair value of the company's investments, including commodity prices, interest rates, domestic exchange rates, equity prices and associated volatilities, as well as correlation within and across these variables. Dynacon Inc., estimates value at risk for commodity, interest rate and foreign exchange exposures using a model based on Monte Carlo simulation of delta/gamma positions which captures a signiﬁcant portion of the exposure related to option positions. The value at risk for equity exposure discussed above is based on Dynacon Corp.'s risk approach. Both value at risk methods utilize a holding period, in all assets, per Dynacon Holdings, LLC, a Texas Unincorporated Limited Liability Company, (2014). Cross-commodity correlations are used as appropriate.
2. Dynacon employees, are expected at all times while duly employed, to obey to the fullest extent of the law the constitution of the United States of America, and that of the State of California, respectively. This includes, but its not limited to, after-work hour activities, and all daily life. These principils are placed forthwith for all executives and employees, to adhere to in successful employment while at Dynacon Corp. The company based out of Dover, Delaware, takes notice to any violations stated foregoingly, and takes action to rectify them.
3. This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts contained in this document are forward-looking statements. Forward-looking statements include, but are not limited to, statements relating to expansion opportunities for the Transportation Services, extension of Dynacon's business model to new markets and industries, demanding the market for broadband services and high bandwidth applications, transaction volumes in the U.S. power market, commencement of commercial operations, completion of the sale of certain assets and growth in the demand for outsourcing solutions.When used in this document, the words “anticipate,” “believe,”“estimate,” “expects,” “intend,” “may,” “project,” “plan,”“should” and similar expressions are intended to be among the statements that identify forward-looking statements.
4. Dynacon believes that its expectations reflected in these forward-looking statements are based on reasonable assumptions, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include success in marketing commodities and legal services to customers; the ability of Dynacon to coordinate new retail sectors and communications markets, in the United States and foreign jurisdictions; development of Dynacon Communications, and customer demand for intermediation and content services; the timing, extent and market effects of statistics of energy markets in the United States, including the current energy market conditions in California, and in foreign jurisdictions; other regulatory developments in the United States and in foreign countries, including tax legislation and regulations; political developments in foreign countries; the extent of efforts by governments to privatize natural gas and electric utilities and other industries; the timing and extent of changes in commodity prices.
5. The extent of success in acquiring corporate properties and in discovering, developing, producing and marketing reserves; the timing and success of Dynacon's efforts to develop international power, pipeline and other infrastructure projects; the effectiveness of Dynacon's risk management activities; the ability of counterparties to financial risk management instruments and other contracts with Dynacon to meet their financial commitments to
Dynacon; and the company's ability to access the capital markets and equity markets during the periods covered by the forward-looking statements, which will depend on general market conditions and Dynacon's ability to maintain the credit ratings for its unsecured senior long-term debt obligations.
6. Many markets are experiencing tighter supply, higher prices and increased volatility, and there is increasing interdependence within regions and across commodities. Similarly, the broadband industry faces issues of overcapacity and capital constraint even as demand increases for faster, flexible and more reliable connectivity. Dynacon is in a unique position to provide the products and services needed in these environments. Our size, experience and skills give us enormous competitive advantages. We have:
• Robust networks of strategic assets that we own or have contractual access to, which give us greater flexibility and speed to reliably deliver
widespread logistical solutions.
Unparalleled liquidity and market-making abilities that result in price and service advantages.
• Risk management skills that enable us to offer reliable prices as well as reliable delivery.
• Innovative technology such as Dynacon Communications, dynaconcorp.com/dynaconcommunications to deliver products and services easily at the lowest possible cost.
These capabilities enable us to provide high-value products and services other wholesale service providers cannot. We can take the physical components and repackage them to suit the specific needs of customers. We treat term, price and delivery as variables that are blended into a single, comprehensive solution. Our technology and fulfillment systems ensure execution. In current market environments, these abilities make Dynacon, the proper company with the right model at the right the first time.
7. We have metamorphosed from an asset-based California unincorporated association to a corporation, with a marketing and logistics company whose biggest assets are its well-established business approach and its innovative people. Our performance and capabilities cannot be compared to a traditional corporate peer group. Our results put us in the top tier of innovative corporations. We have a proven business concept that is eminently scalable in our existing businesses and adaptable enough to extend to new markets. As energy markets continue their transformation, and non-energy markets develop, we are poised to capture a good share of the enormous opportunities they represent. Taken together, these markets present opportunity for Dynacon, and we have just scratched the surface. Add to that the other big markets we are pursuing — and the success thereof for these markets fiscal return. Our talented people, global presence, financial strength and massive market knowledge have created our sustainable and unique businesses. Dynaconcorp.com will accelerate the growth of Dynacon Corp. We plan to leverage all of these competitive advantages to create significant value for our stakeholders.
8. The Corporate Governance Guidelines of the Board of Directors (the “Board”) of Dynacon, Inc., a Delaware corporation (the “Company”) are intended to embody in a single document the principles by which the Board operates. The guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision-making at the Board and management level, with a view to enhancing long-term sharholder value. These guidelines are not intended to interpret any federal or state law or regulation, the certificate of incorporation or By-Laws of the Company. In the event of any conflict between these guidelines and the Certificate of Incorporation or By-Laws of the Company, the provisions set forth in the Certificate or By-Laws, as applicable, shall control.
The Board is the ultimate decision-making authority within the Company, except with respect to those matters, including the election of directors that are reserved for the Company’s shareholders. In order to maximize long-term shareholder value, the Board’s primary functions are to:
Oversee the management of the Company.
Establishing an environment that promotes timely and effective disclosure and that the Company’s business is conducted with the highest standards of ethical conduct and in conformity with applicable laws and regulations.
Review and approve the Company’s strategic, financial, and other corporate plans.
Oversee strategic and financial risks and exposures associated with the Company’s business strategy, policy matters and regulatory environment.
Evaluate the integrity of the Company’s accounting and financial and reporting systems and internal controls.
Manage conflicts of interests in accordance with applicable laws and listing standards.
Select the Non-Executive Chairman of the Board and the Chief Executive Officer and review management succession planning.
9. The business of the Company is conducted by management under the oversight of the Board. The roles of the Board and management are related, but distinct. The Company’s business strategy is developed and implemented under the leadership and direction of the Chief Executive Officer. The members of the Board are elected by the shareholders to oversee management’s performance on behalf of the shareholders and act as advisors and counselors to the Chief Executive Officer and management. In performing its general oversight function, the Board reviews and assesses the Company’s strategic and business planning as well as management’s approach to addressing significant risks and challenges facing the Company. As part of this function, the Board reviews and discusses reports regularly submitted to the Board by management with respect to the Company’s performance, as well as significant events, issues and risks that may affect the Company’s business or financial performance. In performing its oversight function, the Board and its members will maintain frequent, active and open communication and discussions with the Chief Executive Officer and the Company’s management.
10. Candidates for Board membership must be committed to devote the time and effort necessary to be productive members of the Board. Nominees for members will be selected on the basis of their experience, background, judgment, integrity, ability to make independent analytical inquiries, understanding of the Company’s business environment, personal accomplishment, and willingness to devote adequate time to Board duties. In selecting members, the Board will endeavor to establish Board member diversity in personal background, race, gender, age, and nationality, and to maintain a mix that includes, but is not limited to, the following areas of core competency: accounting and finance; investment banking; business judgment; management; industry knowledge; crisis response; international business; leadership; strategic vision; law; and corporate and investor relations.
11. At all times, a majority of the Board’s members will be independent Board members, as such term is defined by the rules of the listing standards of the corporation's Marketplace Rules. No Board member will qualify as “independent” unless the Board affirmatively determines that the member does not have a relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) that would interfere with the exercise of independent judgment in carrying out the responsibilities of a Board member.
12. Board members who are not sitting Chief Executive Officers of companies with publicly traded equity should not serve on the board of more than five (5) companies with publicly traded equity, unless the Board determines that additional service would not impair the ability of such Board member to effectively serve on the Company’s Board. Any Board member who is a sitting Chief Executive Officer of a company with non-publicly traded equity may sit on the board of only two (2) other companies with publicly traded equity, unless the Board determines that additional service would not impair the ability of such Board member to effectively serve on the Company’s Board. The Chief executive Officer, ("CEO"), and the Board will take into account the nature of and time involved in a Board member's service on other boards in evaluating the suitability of individual Board members and making its recommendations to Company shareholders. Service on boards and/or committees of other organizations should be consistent with the Company's conflict of interest policies.
13. The Board does not believe that Board members who experience a significant change in their personal circumstances, including a change in their principal employment, should necessarily leave the Board. However, any Board member who experiences a significant change in his or her personal circumstances, including retirement, a significant change to his or her principal employment or circumstances that reasonably may have an adverse effect on a Board member’s service on the Board or the Company’s business or reputation, should promptly tender a resignation to the Board. The Governance Committee shall then review the appropriateness of that Board member’s continued service on the Board in light of the new circumstances and make a recommendation to the Board as to whether the resignation should be accepted.
14. The Board itself is responsible for selecting its own members and in recommending them for election by the shareholders. The Board will periodically consider whether the size of the Board is appropriate given the Company’s present circumstances. The Board delegates the management of the identification and screening process to the CEO. To assist in the identification and evaluation of qualified Board candidates, the NGC from time to time engages a search firm. Any shareholder who wishes to recommend a prospective candidate for nomination by our Board for election at an annual meeting of the Company’s stakeholders should send a letter of recommendation to the Board, Dynacon, Inc., c/o Chief Operating Officer, 215 Cheswood Forest Pl, Montgomery, Texas, 77316-1571.
15. The letter should include, in addition to the name, address and number of shares of Dynacon common stock owned by the recommending stakeholder, the prospective candidate’s name and address, a listing of the prospective candidate’s background, qualifications and relationships with the Company, the information necessary for the Board to determine whether the prospective candidate meets the independence standards as defined in the listing standards of the NASDAQ Marketplace Rules, and all other information required by corporate. A signed statement from the prospective candidate should accompany the letter of recommendation indicating that he or she consents to being considered as a nominee and that, if nominated by the Board and elected by the shareholders, he or she will serve as a Board member. In addition, the NGC is responsible for evaluating each incumbent Board member as part of its annual process for recommending Board member nominees to the Board. In determining whether to recommend a Board member for re-election, the NGC considers relevant factors including the member's history of attendance and participation in meetings, contributions to the activities of the Board, and the results of Board self-evaluations. Final approval of a candidate is determined by the full Board.
BOARD COMMITTEES – STRUCTURE AND FUNCTION
There shall be an NGC, Audit Committee, Compensation Committee and such other committees as the Board deems advisable. The purpose and responsibilities of each of these committees are outlined in written committee charters adopted by the Board. The Board may, subject to limitations in the Company’s By-Laws, appoint such additional standing or temporary committees from time to time as the Board members see fit, delegating to such committees all or part of the Board’s powers. Committee chairs may be appointed by the Board or by any other means the Board determines is in the best interest of the Company. The chair of each committee reports to the full Board, whenever appropriate, with respect to those matters considered and acted upon by his or her committee. Each of the members of the Audit Committee, the Compensation Committee and the NGC will be an “independent” Board member, as such term is defined by the rules of the listing standards of the NASDAQ Marketplace Rules, and will otherwise satisfy all applicable requirements with respect to membership on such committees, provided that the Board may elect to take advantage of any available exception from such requirements provided in the NASDAQ Marketplace Rules.
2. Committee Membership
While rotating committee members is beneficial in Board member development and service and should be considered periodically, the Board does not believe rotation based on a specific length of committee service should be mandated as a policy since there are significant benefits attributable to continuity, experience gained in service on particular committees, and utilizing most effectively the individual talents of Board members, in all cases subject to the Board's annual review and designation of the members of each standing committee.
16. The Chairman sets the agenda for each Board meeting in consultation with the Chief Executive Officer and other Board members, and distributes it to all of the Board members in advance of the meeting. Information that is relevant to the Board’s understanding of matters to be discussed at an upcoming Board meeting should be distributed to the members of the Board sufficiently in advance of the meeting to permit meaningful review, and members are expected to review these meeting materials in advance of the meeting and to be prepared to discuss the issues presented.
17. Board members are expected to spend the time and effort necessary to properly discharge that member’s responsibilities. The full Board will hold four regularly-scheduled meetings per year, with additional meetings held as necessary. Accordingly, each Board member is expected to attend all meetings of the Board and all meetings of committees of which the Board member is a committee member. The Board recognizes that occasional meetings may need to be scheduled on short notice when the participation of a member of the Board is not possible, and that conflicts may arise from time to time that will prevent a member of the Board from attending a regularly scheduled Board meeting. However, the Board expects each member to make every possible effort to keep such absences to a minimum and to manage their individual schedules so as to attend Board and committee meetings in person. Board members are also encouraged and expected to attend the Company’s annual meeting of shareholders.
18. Although personal attendance of members at meetings is expected and preferred, when necessary, members of the Board or members of any committee of the Board may participate in, and act at, a meeting through the use of a conference telephone or other communication equipment.
19. Non-Board member management representatives shall attend meetings of the Board as recommended by, and at the discretion of, the Board. The Board encourages the Chief Executive Officer to bring management representatives to meetings of the Board who can help to explain items being acted upon, can provide insights into factors affecting their area of the Company’s business, and who the Chief Executive Officer feels should be exposed to the Board. The Board, in its sole discretion, shall have access to and the authority to retain, including approval of fees and other terms of retention, such legal, accounting, financial and other advisors as it deems necessary for the fulfillment of its responsibilities.
20. The non-management Board members meet in executive sessions without management present in connection with each regularly scheduled in-person meeting of the Board to review matters as determined by the non-management Board members. The non-management Board members may meet at such other times as they deem necessary or appropriate.
21. SECTION 1. Annual. Meetings of the stockholders for the purpose of electing Directors, and transacting such other proper business as may be brought before the meeting, shall be held annually at such date, time and place, within or without the State of Delaware as may be designated by the Board of Directors (“Board”).
22. SECTION 2. Special. Special meetings of the stockholders may be called by the Board and shall be called by the Secretary at the request in writing of the holders of record of at least twenty-five percent of the outstanding stock of the Company entitled to vote. A request to the Secretary shall be signed by each stockholder, or a duly authorized agent of such stockholder, requesting the special meeting and shall set forth, for each stockholder requesting the meeting, the information required to be in a stockholder’s notice pursuant to Section 8(b), Section 8(c) or Section 8(e) of this Article I, as applicable.
The special meeting shall be held not more than ninety (90) days after a proper request to call the special meeting is received by the Secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (1) the business proposed to be brought before the special meeting by stockholders is not a proper subject for stockholder action under applicable law or (2) the Board has called or calls for an annual meeting of stockholders to be held within ninety (90) days after the Secretary receives the request for the special meeting and the Board determines in good faith that the business of such annual meeting includes (among any other matters properly brought before the annual meeting) the business specified in the request. A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary, and if, following such revocation, there are un-revoked requests from stockholders holding in the aggregate less than the requisite number of shares entitling the stockholders to request the calling of a special meeting, the Board, in its discretion, may cancel the special meeting.
Business transacted at all special meetings shall be limited to the matters stated in the Company’s notice of special meeting. Business transacted at a special meeting requested by stockholders shall be limited to the matters described in the request for the special meeting; provided, however, that nothing herein shall prohibit the Board from submitting additional matters to stockholders at any such special meeting.
Special meetings shall be held outside of the State of Delaware, as the Board shall designate.
23. SECTION 3. Notice. Written notice of each meeting of stockholders, stating the place, date and hour of the meeting, and the purpose or purposes thereof, shall be mailed not less than ten nor more than sixty days before the date of such meeting to each stockholder entitled to vote thereat.
24. SECTION 4. Quorum. Unless otherwise provided by statute, the holders of shares of stock entitled to cast a majority of votes at a meeting, present either in person or by proxy, shall constitute a quorum at such meeting.
Absence of a quorum of the holders of Common Stock or Preferred Stock at any meeting or adjournment thereof, at which under the Certificate of Incorporation the holders of Preferred Stock have the right to elect any Directors, shall not prevent the election of Directors by the other class of stockholders entitled to elect Directors as a class if the necessary quorum of stockholders of such other class shall be present in person or by proxy.
25. SECTION 5. Organization; Adjournment. The Chair of the Board (“Chair”) shall preside at meetings of stockholders. The Secretary of the Company shall act as Secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint a Secretary of the meeting. The order of business for such meetings shall be determined by the Chair. The Chair shall have the power to adjourn any meeting of the stockholders from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.
26. SECTION 6. Voting. Each stockholder entitled to vote at any meeting shall be entitled to one vote for each share held of record, in person, by written proxy or by any permissible means of electronic transmission, provided that such electronic transmission must either contain, or be submitted with, information from which it can be determined that it was authorized by the stockholder. Upon the demand of any stockholder, such stockholder shall be entitled to vote by ballot. Except as otherwise provided by law or by the Certificate of Incorporation:
(a) each director shall be elected by the vote of a majority of the votes cast with respect to that director’s election; provided,
however, that directors shall be elected by a plurality of the votes cast at any meeting of the stockholders for which the Secretary of
the Company receives a notice in accordance with these Bylaws that a stockholder has nominated a person for election to the Board
at any time prior to any meeting of stockholders or at such meeting. For purposes of this Section 6, a majority of the votes cast shall
mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election.
Abstentions and broker non-votes are not counted as votes cast either “for” or “against” a director’s election; and
(b) whenever any corporate action other than the election of directors is to be taken, it shall be decided by a plurality of the votes cast,
except as otherwise required by statute. Abstentions and broker non-votes are not counted as votes cast.
27. SECTION 7. Inspector(s). At each meeting of the stockholders the Inspector (s) shall, among other things, ascertain the number of shares outstanding and the voting power of each; determined the shares represented at the meeting and the validity of proxies and ballots; count all votes and ballots; and certify their determination of the number of shares represented and their count of all votes and ballots. If three or more Inspectors are appointed, a majority of those appointed shall have power to make a decision. Each such Inspector shall be appointed by the Board before the meeting, or in default thereof, by the presiding officer at the meeting, and shall be sworn to the faithful performance of their duties. If any Inspector previously appointed shall fail to attend or refuse or be unable to serve, a substitute shall be appointed by the presiding officer.
28. SECTION 8. Advance Notice of Stockholder Nominations and Proposals.
(a) Timely Notice. At a meeting of the stockholders, only such nominations of persons for the election of directors and such other
business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual
meeting, nominations or such other business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board or any committee thereof, (ii) otherwise properly brought before the meeting by or at the direction of the
Board or any committee thereof, or (iii) otherwise properly brought before an annual meeting by a stockholder who: (A) is a
stockholder of record of the Company at the time such notice of meeting is delivered and at the time the notice required hereunder is
delivered to the Secretary; (B) is entitled to vote at the meeting; and (C) complies with the notice procedures and disclosure
requirements set forth in this Section 8. In addition, any proposal of business (other than the nomination of persons for election to the
Board) must be a proper matter for stockholder action. For business (including, but not limited to, director nominations) to be properly
brought before an annual meeting by a stockholder, the stockholder or stockholders of record intending to propose the business (the
"Proposing Stockholder") must have given timely notice thereof pursuant to this Section 8(a) or Section 8(c) below, as applicable, in
writing to the Secretary of the Company even if such matter is already the subject of any notice to the stockholders or Public
Disclosure from the Board. To be timely, a Proposing Stockholder's notice must be delivered to or mailed and received at the principal
executive offices of the Company: (x) not later than the close of business on the 90th day, nor earlier than the close of business on the
120th day in advance of the anniversary of the previous year's annual meeting if such meeting is to be held on a day that is within 30
days before or after the anniversary of the previous year's annual meeting; and (y) with respect to any other annual meeting of
stockholders, the close of business on the tenth (10th) day following the date of Public Disclosure of the date of such meeting. In no
event shall any adjournment or postponement of an annual meeting, or the Public Disclosure thereof, commence a new notice time
period (or extend any notice time period).
(b) Stockholder Nominations. For the nomination of any person or persons for election to the Board whether at an annual meeting or a
properly called special meeting of stockholders, a Proposing Stockholder's notice to the Secretary of the Company shall set forth (i) the
name, age, business address and residence address of each nominee proposed in such notice, (ii) the principal occupation or
employment of each such nominee, (iii) (A) the number of shares of capital stock of the Company which are owned of record and
beneficially by each such nominee and any affiliates or associates of such nominee (if any) and (B) a description of any agreement,
arrangement or understanding of the type described in clause (vi)(D) of this section, but as it relates to each such nominee rather than
the Proposing Stockholder, (iv) (A) if any such nominee is a party to any compensatory, payment or other financial agreement,
arrangement or understanding with any person or entity other than the Company, or has received any compensation or other payment
from any person or entity other than the Company, in each case in connection with candidacy or service as a director of the Company,
a detailed description of such agreement, arrangement or understanding and its terms or of any such compensation received and (B)
such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for
the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise require
to be disclosed the Redection 14(a) of the Exchange Act and the rules and regulations promulgated thereunder, (v) the consent of the
nominee to being named in the proxy statement as a nominee and to serving as a director if elected and a representation by the
nominee to the effect that, if elected, the nominee will agree to and abide by all policies of the Board as may be in place at any time and
from time to time, and (vi) as to the Proposing Stockholder: (A) the name and address of the Proposing Stockholder as they appear on
the Company's books and of the beneficial owner, if any, on whose behalf the nomination is being made, (B) the class and number of
shares of the Company which are owned by the Proposing Stockholder (beneficially and of record) and owned by the beneficial owner,
if any, on whose behalf the nomination is being made, as of the date of the Proposing Stockholder's notice, (C) a description of any
agreement, arrangement or understanding with respect to such nomination between or among the Proposing Stockholder and any of its
affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, (D) a description of any
agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and
borrowed or loaned shares) that has been entered into as of the date of the Proposing Stockholder's notice by, or on behalf of, the
Proposing Stockholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of
share price changes for, or increase or decrease the voting power of the Proposing Stockholder or any of its affiliates or associates with
respect to shares of stock of the Company, (E) a representation that the Proposing Stockholder is a holder of record of shares of the
Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice, (F) a representation whether the Proposing Stockholder intends to deliver a proxy statement and/or form of proxy
to holders of at least the percentage of the Company's outstanding capital stock required to approve the election of the nominee and/or
otherwise to solicit proxies from stockholders in support of such election and (G) and, with respect to (B), (C) and (D) above, a
representation that the Proposing Stockholder will promptly notify the Company in writing of the same as of the record date for the meeting
promptly following the later of the record date or the date notice of the record date is first publicly disclosed. The Company may require
any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee
to serve as an independent director of the Company or that could be material to a reasonable stockholder's understanding of the
independence, or lack thereof, of such nominee.
(c) Other Stockholder Proposals. For all business other than director nominations, a Proposing Stockholder's notice to the Secretary of the
Company shall set forth as to each matter the Proposing Stockholder proposes to bring before the annual meeting or properly called
special meeting, as the case may be: (i) a brief description of the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) any other information relating to such stockholder and beneficial owner, if any, on whose
behalf the proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with
solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and
regulations promulgated thereunder, (iii) a description of all agreements, arrangements, or understandings between or among such
Proposing Stockholder, or any affiliates or associates of such Proposing Stockholder, and any other person or persons (including their
names) in connection with the proposal of such business and any material interest of such Proposing Stockholder or any affiliates or
associates of such Proposing Stockholder, in such business, including any anticipated benefit therefrom to such Proposing Stockholder, or
any affiliates or associates of such Proposing Stockholder and (iv) the information required by Section 8(b)(vi) above.
(d) Proxy Rules. The foregoing notice requirements of Section 8(c) shall be deemed satisfied by a stockholder with respect to inclusion in the
proxy statement referenced below of a proposal with respect to business other than a nomination if the stockholder has notified the
Company of his, her or its intention to present such proposal at an annual meeting in compliance with Rule 14(a)-8 of the Exchange Act and
such stockholder's proposal has been included in a proxy statement that has been prepared by the Company to solicit proxies for such
(e) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Company's notice of meeting. Nominations of persons for election to the Board may be made at a
special meeting of stockholders at which directors are to be elected pursuant to the Company's notice of meeting (x) by or at the direction
of the Board or any committee thereof (or stockholders pursuant to Section 2 above) or (y) provided that the Board (or stockholders
pursuant to Section 2 above) has determined that directors shall be elected at such meeting, by any stockholder of the Company who is a
stockholder of record at the time the notice provided for in this Section 8 is delivered to the Secretary of the Company, who is entitled to
vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 8. In the event the
Company calls a special meeting
"SAVE JOHN PRESTON MCKENZIE" - 9:06AM CST 12/8/2020
Sunday, 2 May, 1:53PM CST
Central Daylight Time (CDT)
2010 - 2021 Dynacon Corporation
"THEY ARE SETTING UP JP MCKENZIE IN THE UPCOMING CRIMINAL TRIAL IN MEXICO" - 4:42AM CST 4/26/2021
Website Under Ongoing New Construction
[FINAL DAYS BEFORE KILLING JOHN PRESTON MCKENZIE]
Dynacon Corporation has reached 6,200,000,000,000 trillion hits noted and documented on February 2, 2020, at about 12:32PM CST - 12:33AM CST 2/22/2022
500,000,000,000 billion hits in less than five years - 10:05PM CST 7/10/2019
"Young and United" Ages 16 - 101, Established Saturday, March 6, 2021 at 6:00AM CST- 6:02AM CST 3/6/2021
DYNACON INC. WILL CEASE OPERATIONS AND PERMANENTLY CLOSE FOR BUSINESS ON FRIDAY OCTOBER 28th, 2022, at 6:00PM CST - 4:34AM CST 3/7/2021
101,000,000,000,000 trillion hit anniversary, July 4, 2021, 4:05PM CST
2010 - 2021 Dynacon, Inc.
© 2016 - 2021 Dynacon Corporation
2015 Dynacon Corp., a Delaware Corporation, all rights reserved