Replies to post #31199 on American Energy Production Inc(fka AENP)

[dr_sinecure]

How many votes are required for the R/S?

From the "NOTICE OF SPECIAL MEETING OF SHAREHOLDERS"

page 6.... "The proposal...must receive the affirmative vote of the holders of at least a MAJORITY of the shares of our common stock issued and outstanding as of the record date"

page 12... "Approval of a reverse stock split...requires a PLURALITY of the votes cast"

Do any of you begin to see why this is so confusing?

Check it out!

Bill

[tharmon51]

Manti: I believe if the meeting is adjourned and later re-convened, it is still the same meeting, not a new meeting. Therefore I believe the previous votes still count, but any late votes (votes from those not previously voted) would be added. I don't recall seeing a procedure for continuing the meeting in the DEF, but I have seen another company file an amended DEF-14A urging shareholders who did not vote to turn in their vote, and also announcing a place, date and time to re-convene. To call a new meeting, they would have to file a new DEF-14 and start over. Anyway, Delaware Code does set adjournment requirements and no secret meetings. "When a meeting is adjourned.....notice need not be given of the adjourned meeting if the time, place.....and the means.....by which stockholders and proxy holders may be deemed to be present.....are announced at the meeting at which the adjournment is taken."


DEF-14: "...the persons named as proxies may vote for one or more adjournments of the Special Meeting. No notice, other than an announcement at the Special Meeting, is required for an adjournment."


From Delaware Corporate Code: http://www.michie.com/delaware/lpext.dll?f=templates&fn=main-h.htm&cp=decode
§ 222. Notice of meetings and adjourned meetings.
(a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

(b) Unless otherwise provided in this chapter, the written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c) When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.