Rubicon Financial, Inc (fka RBCF)

[laurap]

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On June 11, 2009, a majority of the Registrant’s board of directors voted to amend (i) Article II, Section 2 of the Registrant’s bylaws to remove the power of the president, or the Registrant’s shareholders holding in excess of 10% of the outstanding shares of common stock, from being able to call a special shareholder meeting, and (ii) Article III, Section 1(a) of the Registrant’s bylaws to set the number of board members at three. The original and amended sections of the bylaws are as follows:


Original Article II, Section 2:



Section 2 – Special Meeting:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten percent (10%) of the shares then outstanding and entitled to vote there or as otherwise required under the provisions of the Business Corporation Act.


Revised Article II, Section 2:



Section 2 – Special Meeting:

Special meetings of the shareholders may be called at any time by a majority of the Board of Directors.


Original Article III, Section 1(a):



Section 1 – Number Election and Term of Office:

(a) The number of the directors of the Corporation shall be five (5), unless and until otherwise determined by vote of a majority of the entire board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders permitted by statute.


Revised Article III, Section 1(a):



Section 1 – Number Election and Term of Office:

(a) The number of the directors of the Corporation shall be three (3), unless and until otherwise determined by vote of a majority of the entire board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders permitted by statute.


The Registrant intends to file its amended and restated bylaws as an exhibit to its quarterly report on Form 10-Q for the period ending June 30, 2009.

http://www.secinfo.com/d12TC3.s1Z9t.htm