"As of late, the only time Leo holds a meeting where shareholders are invited is when he wants more shares authorized."
That's called a "Special Meeting", as distinguished from an "Annual Meeting" (which one could expect to be held annually for any company other than an over-the-counter company).
Actually it's as of October 28, 2015. That's when the Company amended the By-Laws (to very little fanfare here).
The pertinent language in the original By-Laws was as follows:
Annual Meetings.
A meeting of the stockholders for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held annually at 10 A.M. on the third Friday of April, or at such other time on such other day as shall be fixed by resolution of the Board of Directors.
At each annual meeting of stockholders a Board of Directors shall be elected by the stockholders for a term of one year. Each Director shall serve until his successor is elected and shall qualify.
The Amended version eliminated the underlined language:
Annual Meeting.
The annual meeting of stockholders of the Corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held as determined by resolution of the Board of Directors.
Directors shall hold office until the next succeeding annual meeting of stockholders or until their successors shall have been elected and shall qualify or until his or her earlier resignation or removal.
Any anticipation by stockholders of a REGULAR Annual Meeting and a REGULAR opportunity to elect Directors was thusly eliminated. And there's only one method by which an election of Directors can be forced:
From the Nevada Revised Statutes.
NRS 78.345 Election of directors by order of court upon failure of regular election.
1. If any corporation fails to elect directors within 18 months after the last election of directors required by NRS 78.330, the district court has jurisdiction in equity, upon application of any one or more stockholders holding stock entitling them to exercise at least 15 percent of the voting power, to order the election of directors in the manner required by NRS 78.330.
The above is rarely used.
I know that you know this, but just for the record there were 5 Directors elected at the last Annual Meeting in 2015:
Leo Ehrlich
Krishna Menon
Barry Schechter
Zorik Spektor
Mark R. Tobin
Menon and Tobin resigned two years ago. Bertolino replaced Tobin and then he resigned so now there are 3, only 2 of which are independent.
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