Vita Mobile Systems Inc (VMSI)

[Ganjo]

Here are some of the rules and regulations- some of which may need a knowledge of the By-Laws of the Corporation. I believe certain voting actions can be taken without a meeting- but to call a meeting requires 5% of the voting power of shareholders.

I don't pretend to understand everything- but this is what I found"

Description
Vita Mobile Systems, Inc. designs and develops an application that focuses on digital imaging and technology in mobile devices. Its products include VITA, a geolocation-based social media application that allows to illustrating, record, and sharing life's events. The VITA community empowers its users to experience an event or view a location from a multitude of perspectives. Vita Mobile Systems, Inc. provides proprietary algorithms and tools that gather, categorize, analyze, and augment digital content. Vita Mobile Systems, Inc. was formerly known as Gold Mining USA, Inc. and changed its name to Vita Mobile Systems, Inc. in January, 2018. The company was incorporated in 1995 and is based in Irvine, California.

Florida Division of Corporations
Department of State Division of Corporations Search Records Search by Entity Name
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Events Name History
Vita Mobile Systems

Detail by Entity Name
Florida Profit Corporation

VITA MOBILE SYSTEMS, INC.

Filing Information
Document Number
P07000066804
FEI/EIN Number
82-4696027
Date Filed
06/06/2007
Effective Date
04/28/1995
State
FL
Status
ACTIVE
Last Event
AMENDMENT
Event Date Filed
05/14/2018
Event Effective Date
NONE
Principal Address
2640 MAIN STREET
IRVINE, CA 92614

Changed: 08/07/2017
Mailing Address
2640 MAIN STREET
IRVINE, CA 92614

Changed: 08/07/2017
Registered Agent Name & Address
INCORP SERVICES, INC.
17888 67TH COURT NORTH
LOXAHATCHEE, FL 33470

Name Changed: 10/29/2012

Address Changed: 10/29/2012
Officer/Director Detail
Name & Address

Title D

WADE, MARTIN R, III
2640 MAIN STREET
IRVINE, CA 92614

Title CEOP

GUERRERO, SEAN
2640 MAIN STREET
IRVINE, CA 92614

Title CFOC

WADE, MARTIN R, III
2640 MAIN STREET
IRVINE, CA 92614

Title CTO

KOHLER, KYLE
2640 MAIN STREET
IRVINE, CA 92614

Title D, Secretary

WALKER, COLIN
2640 MAIN STREET
IRVINE, CA 92614

Title D

PHAM, SON
2640 MAIN STREET
IRVINE, CA 92614

Title D

GUERRERO, SEAN
2640 MAIN STREET
IRVINE, CA 92614

Annual Reports
Here are the rules:

https://info.legalzoom.com/article/what-requirement-annual-meeting-minutes-florida-corporations

What Is the Requirement for Annual Meeting Minutes for Florida Corporations?
By Edward A. Haman, J.D.
All Florida corporations are required to hold an annual meeting of shareholders and to keep minutes of those meetings. To adhere to this requirement, you'll need to know the basic requirements for the annual meeting and what type of minutes should be kept.

Businessmen seated around conference table with papers in front of them

Minutes, Defined
Corporate minutes are simply a written summary of what takes place at meetings of a corporation's shareholders or its board of directors.

Legal Requirements for Annual Meetings
The legal requirements for the annual meeting of shareholders are outlined in two places: the Florida statutes governing corporations, and the bylaws of the corporation.

According to the Florida laws governing corporations, a corporation is required to hold an annual meeting of its shareholders. The primary purpose of this meeting is to elect a board of directors. Unless otherwise provided in the bylaws of the corporation, the meeting may be held anywhere—even outside of Florida.

Written notice must be given to the shareholders of the date and time of the meeting, anywhere from 10 to 60 days before the meeting. If no place is stated in the bylaws or the written notice, the meeting must be held at the principal office of the corporation.

If allowed by either the bylaws or the procedures adopted by the board of directors, shareholders are permitted to participate in the meeting by being physically present, by some form of remote communication, or by proxy (which is written authority for another shareholder to act on his or her behalf). Remote communication is not defined, but would presumably include by some form of written, telephone, or internet communication. Also, it might be possible to conduct a shareholders meeting through some form of conference phone call or internet conferencing.

More details about the requirements for annual meetings may be found in Sections 607.0701 through 607.0706, Florida Statutes.

Requirements for Corporate Meeting Minutes
In addition to the requirement for an annual shareholders meeting, Florida law requires the corporation to “keep as permanent records minutes of all meetings of its shareholders." No other details for the minutes are specified in the law.

As a practical matter, minutes of the annual shareholders meeting should include:

The date, time, and place of the meeting
A statement as to the manner in which notice of the meeting was given to shareholders
A statement that the required number of shareholders were present to constitute a quorum—in person, by remote communication, or by proxy.
A record of the vote on the election of members of the board of directors
A record of any other matters discussed, and the vote on such matters
Typically, a current corporate officer, usually the corporate secretary, will keep the minutes. The minutes must be in writing or “in another form capable of conversion into written form within a reasonable time." That is, minutes may be kept in digital form on a computer. Minutes must be kept for a period of three years, but do not need to be filed with the state.

Failure to Comply
Florida law does not mention any penalties for failure to comply with either the requirement for an annual shareholders meeting or the requirement to keep minutes of the meeting. To the contrary, it specifically states that failure to hold an annual meeting “does not affect the validity of any corporate action and shall not work a forfeiture of or dissolution of the corporation."

However, the failure to hold an annual meeting, or to keep adequate minutes, may be used in a lawsuit seeking to hold directors or shareholders personally liable for acts of the corporation. It could also be used in a lawsuit by shareholders seeking to invalidate actions of the corporation or its board of directors. Not being able to produce minutes could also have an adverse effect in a tax audit, as it may make auditors question the adequacy of all corporate records.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or Hi Jimmy-

Here's a link to the law for Florida meetings, including special meetings by shareholders. I believe to call such a meeting we must hold collectively 5% or more of the outstanding stock. This is one of several things we should look at. I have emboldened a few areas, but there are other things here that need to be taken into consideration

https://law.justia.com/codes/florida/2010/TitleXXXVI/chapter617/617_0701.html


2010 Florida Code
TITLE XXXVI BUSINESS ORGANIZATIONS
Chapter 617 CORPORATIONS NOT FOR PROFIT
617.0701 Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.
Selected areas from this link regarding special meeting
617.0701 Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.
(1) The frequency of all meetings of members, the time and manner of notice of such meetings, the conduct and adjournment of such meetings, the determination of members entitled to notice or to vote at such meetings, and the number or voting power of members necessary to constitute a quorum, shall be determined by or in accordance with the articles of incorporation or the bylaws. The place and time of all meetings may be determined by the board of directors.
(2) Failure to hold an annual meeting does not cause a forfeiture or give cause for dissolution of the corporation, nor does such failure affect otherwise valid corporate acts, except as provided in s. 617.1430 in the case of a deadlock among the directors or the members.
(3) Except as provided in the articles of incorporation or bylaws, special meetings of the members may be called by:
(a) The president;
(b) The chair of the board of directors;
(c) The board of directors;
(d) Other officers or persons as are provided for in the articles of incorporation or the bylaws;
(e) The holders of at least 5 percent of the voting power of a corporation when one or more written demands for the meeting, which describe the purpose for which the meeting is to be held, are signed, dated, and delivered to a corporate officer; or
(f) A person who signs a demand for a special meeting pursuant to paragraph (e) if notice for a special meeting is not given within 30 days after receipt of the demand. The person signing the demand may set the time and place of the meeting and give notice under this subsection.
(4) Unless otherwise provided in the articles of incorporation, action required or permitted by this chapter to be taken at an annual or special meeting of members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the members entitled to vote on such action and having not less than the minimum number of votes necessary to authorize such action at a meeting at which all members entitled to vote on such action were present and voted.
(a) To be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving members having the requisite number of votes and entitled to vote on such action, and delivered to the corporation to its principal office in this state, its principal place of business, the corporate secretary, or another officer or agent of the corporation having custody of the book in which proceedings of meetings of members are recorded. Written consent to take the corporate action referred to in the consent is not effective unless the consent is signed by members having the requisite number of votes necessary to authorize the action within 90 days after the date of the earliest dated consent and is delivered in the manner required by this section.
(b) Any written consent may be revoked prior to the date that the corporation receives the required number of consents to authorize the proposed action. A revocation is not effective unless in writing and until received by the corporation at its principal office in this state or its principal place of business, or received by the corporate secretary or other officer or agent of the corporation having custody of the book in which proceedings of meetings of members are recorded.
(c) Within 30 days after obtaining authorization by written consent, notice must be given to those members who are entitled to vote on the action but who have not consented in writing. The notice must fairly summarize the material features of the authorized action.
(d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(e) If the action to which the members consent is such as would have required the filing of articles or a certificate under any other section of this chapter if such action had been voted on by members at a meeting, the articles or certificate filed under such other section must state that written consent has been given in accordance with this section.
(f) Whenever action is taken pursuant to this section, the written consent of the members consenting to such action or the written reports of inspectors appointed to tabulate such consents must be filed with the minutes of member proceedings.
(5)(a) Notice of a meeting of members need not be given to any member who signs a waiver of notice, in person or by proxy, either before or after the meeting. Unless required by the bylaws, neither the affairs transacted nor the purpose of the meeting need be specified in the waiver.
(b) Attendance of a member at a meeting, either in person or by proxy, constitutes waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, unless the member attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of affairs.
(6) Subsections (1) and (3) do not apply to any corporation that is an association as defined in s. 720.301; a corporation regulated by chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723; or a corporation where membership in such corporation is required pursuant to a document recorded in the county property records.
History. s. 35, ch. 90-179; s. 49, ch. 95-274; s. 81, ch. 97-102; s. 53, ch. 2000-258; s. 21, ch. 2009-205.