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Re: DartmouthDan post# 71627

Thursday, 03/26/2015 10:07:15 PM

Thursday, March 26, 2015 10:07:15 PM

Post# of 92766
The amendment of the articles of incorporation, increasing the number of authorized common from 3.5 billion to unlimited, and the number of preferred from 10 million to unlimited, was illegal, and I will tell you why.
Any amendment to the articles of incorporation has to be approved by both the board of directors AND the shareholders. Pretty standard in all states.
The amendment filed with the Sept. 18 8-K says this:

These Amended and Restated Articles of Incorporation were duly adopted by the: (i) Board of Directors of the Corporation in accordance with Section 17-16-1003 of the Wyoming Business Corporations Act and (ii) vote of the holders of a majority of the outstanding shares of the Corporation entitled to vote thereon in accordance with Sections 17-16-1003 and 17-16-1004 of the Wyoming Business Corporations Act.


Well, not exactly in accordance. Because while in Nevada and a bunch of other states, the holders of a majority of the outstanding shares can approve a shareholder action, NOT SO in Wyoming..