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RS500

02/10/10 9:40 AM

#54377 RE: spongiformbobsqpants #54374

As I understand it, that depends on the companies articles.

The Virtual Cat

02/10/10 9:44 AM

#54378 RE: spongiformbobsqpants #54374

I'm sure they did. With a Nevada corp you just need a majority of the shareholders to constitute a shareholder meeting and they don't even have to announce it in advance or have any other shareholders in attendance. So if Mark and a few other officers control 51% of the shares they can meet for coffee at Penny's Diner and decide to increase the A/S.

At least that's how I understand it.

=^..^=

Colorado1

02/10/10 12:33 PM

#54411 RE: spongiformbobsqpants #54374

CPRK BOD do not have to be shareholders.

As per NRS 78.115 and NRS 78.207

My point after everyone reads this post is;

1) The BOD does not have to have a controlling interest and does not even have to own any stock in CPRK. NRS 78.115

2) The BOD can increase the AS at will by a simple resolution of the BOD. A simple majority vote of the BOD is all that is required. NRS 78.207



DIRECTORS AND OFFICERS

NRS 78.115 Board of directors: Number and qualifications. The business of every corporation must be managed under the direction of a board of directors or trustees, all of whom must be natural persons who are at least 18 years of age. A corporation must have at least one director, and may provide in its articles of incorporation or in its bylaws for a fixed number of directors or a variable number of directors, and for the manner in which the number of directors may be increased or decreased. Unless otherwise provided in the articles of incorporation, directors need not be stockholders.

http://leg.state.nv.us/NRS/NRS-078.html#NRS078Sec115

The BOD is fully authorized by their vote alone to increase the AS. We as shareholders can take control of this company but we have to work together since nobody owns a controlling interest by themselves.

http://leg.state.nv.us/NRS/NRS-078.html#NRS078Sec207

NRS 78.207 Change in number of authorized shares of class or series: Resolution by board of directors; approval by stockholders; rights of stockholders.

1. Unless otherwise provided in the articles of incorporation, a corporation that desires to change the number of shares of a class or series, if any, of its authorized stock by increasing or decreasing the number of authorized shares of the class or series and correspondingly increasing or decreasing the number of issued and outstanding shares of the same class or series held by each stockholder of record at the effective date and time of the change, may, except as otherwise provided in subsections 2 and 3, do so by a resolution adopted by the board of directors, without obtaining the approval of the stockholders. The resolution may also provide for a change of the par value, if any, of the same class or series of the shares increased or decreased. After the effective date and time of the change, the corporation may issue its stock in accordance therewith.