Replies to post #71628 on Alumifuel Power Corp. (AFPW)

[DartmouthDan]

In Wyoming, shareholder action by less than 100% of the shareholders requires a shareholder meeting. Was a shareholder meeting noticed and held between September 4 and September 18? Of course not.
Now some of you are screaming WHERE IS THE LINK?
let me give you authority.
Wyoming Business Corporation Act 17-16-704 (a) says, and I quote:
A

ction required or permitted by this act to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action.

Notice the word "all."
Was the consent action signed by ALL of the AFPW shareholders? No. The amendment filed with the 8-K says it was signed by a majority. A majority is less than all. And I believe that none of the public shareholders was solicited for their signature, correct?
Yes, in Wyoming, you CAN approve an amendment by majority consent of the shareholders if, and only if, the articles expressly permit it.
The articles of incorporation may provide that any action required or permitted by this act to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.*
Do AFPW's Articles of Incorporation permit the approval by consent (in lieu of a meeting) by a majority (as opposed to 100%) of the shareholders? NO.
So, the amendment increasing the authorized shares is illegal and void. So share 3,500,001 and on will be illegal.

* the statute goes on to say that if you do not get the written consent of all shareholders, you have to provide notice afterward to all non-consenting shareholders