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Re: None

Thursday, 06/05/2008 4:35:41 PM

Thursday, June 05, 2008 4:35:41 PM

Post# of 41740
By the way, not saying that it will happen this way, but just so all of us are not surprised if it happens, ONEV does not need to call a full-blown annual meeting at which to raise the A/S.

It can be done, instead, through a vote of the holders of a majority of the shares of the O/S of ONEV. At present, I do believe that the funders likely still own more than 50% of the shares of ONEV.

If ONEV were to elect that process to effectuate an increase in the A/S, then we could expect to see a Section 14C filing. Under that scenario, the Board of ONEV could approve an increase in the O/S, and then, in lieu of a meeting, the holders of a majority of voting shares in ONEV could provide ONEV's board with a written consent to such action.

Basically, under Nevada law (Nevada General Corporation Law) an amendment to ONEV's Articles of Incorporation (an increase in A/S requires such an amendment) must be approved by ONEV's Board of Directors and approved by a majority or the outstanding shares entitled to vote. The Nevada General Corporation Law also provides than any action which may be taken at a meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote.

Just an FYI to all of us who may think that there needs to be a meeting to effectuate an increase in the A/S.
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