NUGL, Inc. (NUGL)

[mick]

looking here: excerpts: meeting August 14, 2008
DEF 14C Jul 21, 2008 Jul 21, 2008 184.4 KB PDF RTF HTML XLS
http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6052779
July 21, 2008

Stockholders holding a majority of the voting power of The Blackhawk Fund, or Blackhawk, have taken action by written consent to amend and restate Blackhawk’s articles of incorporation to effectuate the following: (i) reduce the minimum number of authorized directors from two (2) to one (1); (ii) grant authority to our board of directors to effectuate a stock split or reverse stock split without stockholder approval; (iii) elect not to be governed by certain provisions pertaining to “resident domestic corporations” under the Nevada Revised Statutes; and (iv) elect not to be governed by certain provisions relating to “issuing corporations” under the Nevada Revised Statutes.

These stockholders have also taken action by written consent to adopt a resolution authorizing the board of directors to further amend Blackhawk’s articles of incorporation to change the name of the company to a name to be determined by the board of directors in its sole discretion.

Stockholders of record at the close of business on May 6, 2008 will be entitled to notice of this proposed stockholder action by written consent. Since the actions will have been approved by the holders of the required majority of voting power of our voting stock, no proxies were or are being solicited. We anticipate that the amendment will become effective on or after August 14, 2008.

By Order of the Board of Directors,

/s/ Frank Marshik

FRANK MARSHIK
President

answer:
don't think a R/S in this meeting August 14, 2008
share count doesn't call for it imho.
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TABLE OF CONTENTS Page
Information Concerning the Action by Written Consent 3
The Proposals 5
Proposal 1 – Amendment to the Articles of Incorporation to Reduce the Minimum Number of Authorized Directors from Two (2) to One (1) 5
Proposal 2 – Amendment to the Articles of Incorporation to Authorize the Board of Directors to Effectuate a Stock Split or Reverse Stock Split without Stockholder Approval 5
Proposal 3 – Amendment to the Articles of Incorporation to Elect not to be Governed by Provisions Pertaining to “Resident Domestic Corporations” under the Nevada Revised Statues 8
Proposal 4 – Amendment to the Articles of Incorporation to Elect not to be Governed by Provisions Pertaining to “Issuing Corporations” under the Nevada Revised Statues 9
Proposal 5 –Authorization to the Board of Directors to Amend the Articles of Incorporation to Change our Name to a Name to be determined by the Board of Directors in its Sole Discretion 10
Security Ownership of Certain Beneficial Owners and Management 11

Exhibit A – Amended and Restated Articles of Incorporation A-1