Quantum Materials Corp. (fka QTMM)

[TedJ]

A proxy is needed, but a separate shareholder meeting is not required.

The term is voting by "written consent" and it is allowed under Nevada law. It allows the BOD to decide a matter that needs shareholder approval based upon collecting in writing a majority of the votes during a BOD meeting.

Article Ten of QMC's Articles of Incorporation states:

Tenth. In furtherance and not in limitation of the powers conferred by the statute, the Board of Directors is expressly authorized:

a) Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the corporation,
b) To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this corporation.
c) By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the corporation, which, to the extent provided in the resolution, or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. Such committee, or committees, shall have such name, or names as may be stated in the By-Laws of the corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.
d) When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the corporation.

QMC did this back 1n 2010 when Solterra became QMC and they raised the authorized shares from 100 million to 200 million.

https://www.sec.gov/Archives/edgar/data/1403570/000101376209002383/form14c.htm

INFORMATION ON CONSENTING STOCKHOLDERS

Pursuant to the Company’s By-Laws and Nevada law, a vote by the holders of at least a majority of the Voting Stock is required to effect the action described herein. As of the Record Date, the Company had 77,042,963 Voting Stock issued and outstanding and entitled to vote. Our Common Stock is entitled to one vote per share. Stephen Squires (28,403,000 shares), Brian Lukian (1,000,000 shares), Oceanus Capital LLC (6,850,000 shares), Sound Capital Inc. (2,000,000 shares), Steven Morse (190,000 shares), Lester Morse (190,000 shares), Adrienne Grody (20,000 shares) and Peter Hausser (1,000,000 shares), own an aggregate of 39,653,000 shares entitled to vote (the “Consenting Stockholders”), representing approximately 51.5% of the Voting Stock. The Consenting Stockholders are in favor of the actions described herein and are expected to take action by majority consent on or about January 25, 2010. No consideration will be paid for the consent.