Rubicon Financial, Inc (fka RBCF)

[laurap]

On June 19, 2009, the Registrant received a letter from a holder of the Registrant’s 8% Series A Convertible Preferred Stock (“Preferred Stock”) to demand the withdrawal of the June 11, 2009 amendments to the Registrant’s bylaws.


On or about June 11, 2009, a majority of the Registrant’s board of directors attempted to amend (i) Article II, Section 2 of the Registrant’s bylaws, and (ii) Article III, Section 1(a) of the Registrant’s bylaws.


Any amendment to the Registrant’s bylaws required the consent of a majority of the holders of the Preferred Stock, which was not obtained. A copy of the Amended and Restated Certificate of Designation specifying the rights and preferences of the Preferred Stock was filed as Exhibit 4.1 to the Registrant’s Form 10-Q filed with the SEC on November 19, 2008. Because the holders of the Preferred Stock did not consent to the bylaw amendments, the amendments are deemed to be null and void and of no effect.


The original sections of the bylaws, which are in full force and effect, 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.


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.


http://www.secinfo.com/d12TC3.s1zP5.htm