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Suspension of a corporation can result from something as simple as forgetting to pay the annual state registration fee. I'm not necessarily defending Williams, but let's not make conclusions with no information.
Have you any documentation for any of these charges?
Answered my own question.
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From CLYW Articles of Incorporation.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
CORPORATE LAWS OF THE UNITED STATES, including Section 222
[edit] Shareholder meetingsThe shareholders of a corporation generally exercise their limited powers of control at a shareholder meeting. There are two kinds of shareholder meetings: the annual meeting usually happens once a year, and a special meeting may be called for particular purposes from time to time.
The board of directors has great control over shareholder meetings. The actual date for the annual meeting is fixed in the bylaws of the corporation: since the bylaws are written by the board, the board picks when and where the meeting takes place.
There are some legal restrictions on the board in this respect. Under MBCA § 7.03(a), if the board does not call an annual meeting within 15 months of the last one, any shareholder can force the company to call a meeting. The board also has to send written notice of each shareholder meeting to every shareholder, usually between 10 and 60 days before the meeting.
Special meetings can be called by the board, or by any other party named in the articles of incorporation or bylaws. Many statutes also allow shareholders to call special meetings, but they have to have a certain percentage of the stock in order to do so: 10 percent under MBCA § 7.02(a). DGCL § 211(d) does not allow shareholders to call a meeting unless authorized by the articles. (Delaware makes up for this by making it comparatively easy for shareholders to vote in writing without a meeting: see below.)
There has to be a quorum at the meeting for its actions to be effective. The quorum is usually a majority unless the articles of incorporation state otherwise. Some corporations might have a quorum of one-third or two-thirds.
The actual voting can be very complicated. In corporations with more than one class of stock, each class votes separately, and the approval of every class might be required to pass a measure. Many states practice a further convolution: cumulative voting, where a holder of more than one share can "spread their votes" across multiple choices.
The only thing that has to be discussed at an annual meeting is the election of directors.
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Do you know the mechanics of forcing a shareholders' meeting? I believe that is more important than anything besides being relisted on the Pinks.
Using emails to send threats is a felony, investigated by the FBI and seriously prosecuted.
If we had not been close to a deal, for what reason would TM agree to an (indefinite) stay rather than just walk away and bring on the trial?
Where are the owners of 95% of the stock? Their silence is very strange; unless the BOD, family, and friends own the stock through back-room dealing. It all comes down to shareholder involvement. We have ponied-up money to copy the financials (although having to do that by SH is bizzare). I don't know where we go from here but remain optimistic. No BOD would fight this hard unless there were big bucks hiding. No daily bashers would be here screaming for us to "sell before the world ends!!" if there we not big bucks hiding.
Let me suggest the BOD must first answer a question.
Last year the BOD told the court and the stockholders that the T-Mobile case was essentially settled and was on hold for resolution of the Daic case. Assuming Daic signs the agreement, that is settled. So, to now be told we are at square one with the T-Mobile suit, hasn't the BOD now revealed itself to be a pack of liars? If so, they must be purged from the company. If Daic fails to sign the agreement, then the BOD and the attorneys are, at the least, incompetent, and at worst, criminal. We must decide what action we shareholders are prepared to take. I again fear that the end game is to destroy the company so the patents can be stolen.
We disagree.
Have a nice day.
You misunderstand. I've been long on this stock since 2003. The BOD's and officers' incessant machinations regarding the stock proves (to me) that they know the billions of dollars waiting to be exploited. It just proves how valuable the patents are. This is hardly pessimism on my part. The only unknown here is time -- how long it will take for shareholders to become very rich. This is not another Boston Dtox -- a sham corporation that took investors' money and then disappeared with all of it. Dtox's "technology" was pure bullshit a second semester chemistry major could have called. CLYW's patents have been tested and they work. The unending agony of CLYW shareholders is that they own a fortune in unrealized value while the BOD continues to jump all over its collective crank. Great value does not necessarily go with good management. Once again, where are the other 95% of shareholders who don't seem to care that their investments are being wasted and revenue unrealized?
Good info. Thanks. Nonetheless, this in no way limits private contracts among shareholders and others to buy/sell blccks of shares under pre-set circumstances. The continued utter silence among owners of 95% of the stock needs an explanation. We do not yet have it.
1. That post is five weeks old.
2. It's a "planned sale." There is no follow-up entry of actually having sold shares.
For senders of private messages: thanks again for the info but I cannot send private messages in return.
LazyDaze1
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Re: litton51 post# 48696 Post # of 48697
>>So who are the adults on this board? I am at the understanding that Dave made an effort to get a new BOD "Elected" but it was stonewalled by the current Board. True or false? Even went to court to try and get that accomplished, true or false?
Have no idea. What is the source of your "understanding"?
>>If the adults are on this iHub board then they need to concentrate ALL of their efforts to follow that endeavor and get the current Junior High School Board Of Directors replaced with individuals who are acting in the best interest of the shareholders, because we must agree, this Board is NOT working to that end.
I accept the premise but have no idea how to replace them. I believe the articles of incorporation call for a shareholders' meeting to elect a new board. I also have no idea how the current board became the BOD in the absence of a stockholders' vote, either at a SH meeting or a proxy through the mail. Thanks to NY, we don't even have a complete list of shareholders. We have a patent potentially worth hundreds of billions of dollars and no way to direct the company. That's unique in my study of business.
>>Venting your position and not making an attempt to thwart any criminal activity is exactly what criminals create these boards for.
IIW, the board is a scam and should be abandoned? Tried a new board but it was taken-down. Can't allow any competition, you know. Lots of activity on the Facebook page.
>>If there is ANY QUESTION as to whether or not crimnal activity is taking place then ACTION needs to be taken. Surprisingly, it does speak louder than words...
Yes, and incorrect action says "D'uh! Made mistake!" Any action would require individual investors to spend their own money and go to court. Interested?
Let me leave you with a big question. There are 200M shares outstanding. This board accounts for perhaps 2 % of them. Why have majority shareholders taken zero action in the past several years? Are there really thousands or tens of thousands of stockholders, or is 90% of the stock owned covertly by the board members, officers, and family members without their names being publicly attached? Easy to do when there has been no current accounting in years. If 90% of the stock is indeed owned by thousands of investors, why do they remain silent in the face of apparent wrong-doing? Is it possible -- even probable -- that insiders own most of the stock and are biding their time until they reap billions? Would explain a lot. You tell me.
One last thought. There have been no current, audited financials since 2006. How do we know if the BOD has since created different classes of stock, in which any company profits go to preferred stock holders before any subordinated stock holders? Would help explain the "missing" stockholders, wouldn't it? Just doing business school DD... 8*)
Actually, an ihub board is like a Thanksgiving dinner after all the related adults have gotten drunk and laid into one another while the kids sit there and look around fearfully.
The estimate of $300K is laughable. At $300/hr (a high rate for a CPA) that would mean 1,000 hours, or, 25 weeks, or six months.
Uh... how can one director (out of four) block the court appointment of a new director?
And the court's reason for denial?
It's about money. If the patents were humdrum, years ago the insiders would have gotten together and made the company work. Just another good investment in the portfolio.
But the problem is that the patents are worth tens or hundreds of billions of dollars. That figure ensures people go mad with greed and will do ANYTHING to reap that reward despite how nasty, violent, psychotic, dishonest, neurotic, felonious, unlawful, and grasping they have to be. Now throw-in large helpings of ego and stupidity and, voila! CLYW! I am reminded of the movie, "Barbarians at the Gate," about the take-over of RJ Reynolds and the hundreds of billions of dollars involved. Rent a copy and be amazed at how like CLYW's history this true tale is.
This is crazy! According to the court documents you reference, the court did appoint a fifth director, someone named Pasternak. So why did he not appear in LA and why is he not breaking the tie?
I agree. They had something big to announce but then either something changed or the other directors got an injunction. The 2-2 tie has to be broken or CLYW will simply die and we lose everything.
Don't dismiss the possibility that they had some good news to tell at the forum but then the news changed. I favor this interpretation.
To make pdfs available you have to enter them onto some sort of server, such as a Yahoo free website. Then you can post the web addresses of the documents and anyone can open and read them.
Bravo Zulu! (Navyese for Well Done).
Alternative news source for CLYW at http://investorshub.advfn.com/boards/board.aspx?board_id=22320#.
Let me retract my earlier statement. From the comments and the way the stock is slowly rising against a DOW down 600 points in two days, I now believe the forum served a good purpose in letting investors see further into the company than had been the case.
Short answer: tough.
The major shareholders clearly don't care to force a shareholders' meeting. Their strategy remains unknown. As I've noted, total CLYW shares traded per day average 1/4 of one percent of the outstanding stock. Perhaps the question is how do we get the major stockholders off their collective ass.
Either way, Epic Fail.
Fine, as long as the investigation does not stop the company from selling licenses after the settlement with Daic is signed NLT 27 Oct 2011. If it does hinder business, then Dave is working against the shareholders. Last weekend's "forum" wiped-out the gains since the 8K announcing a settlement of the Daic case (someone please explain to me WTH they held the forum for).
LOL! Someone just raised the pps 66% by buying 1500 shares ($1200). Forget the PPS as a meaningless daily indicator.
Panic. Market manipulation. Ignorance. Take your choice. The PPS is meaningless when the sale of .0001% of the stock can drop the pps 30%. If the BOD is not working 24/7 to get back on the pinks, they are incompetent.
Did anyone at the forum ask if Walsh and Williams had been invited or had their travel expenses covered? So far I have seen no info indicating the affirmative. That would make the forum implicitly dishonest.
I don't have private posting privileges. Contact me at litton51@hotmail.com for some additional insight.
Thanks all for the informative private messages. Unfortunately, my free iHub subscription does not permit me to reply in kind.
Good info. Thanks!
>>Turrini is responsible for having enabled the original default judgment for Daic... and has tried to surrender the rest to Drago on multiple occasions since then...
OK. ENOUGH (to use your Caps Attack). Turrini's lengthy interview on Fix Calypsowireless Facebook clearly states that he was ordered by then-company officers and board members not to attend the trial which resulted in the default judgment. If you can't get it right -- or care to just manufacture your "facts" -- you're just wasting everybody's time.
I doubt it. Even if so, he could easily create his own web site to tell his side of the story. Would cost, like, $9.95. A lot, I know, but perhaps he could find the money for it. Heck, even a free email account secretinsider@dsm4.com. If he has the documentation he claims, he'd be free from any slander complaints.
From what others there said, he sounds like "Director B" who gave an interview on the Calypso Facebook page. There are only two possibilities. Either he is the truth-teller among the CLYW crew of pirates or he is derranged. Both cannot be true. His willing failure to tell his side of the story is damning.
Nope. Scottrade has it still at .07.