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UpstateChris

12/08/11 9:35 AM

#64044 RE: space1230 #64043

Nevada, Wyoming, Delaware and states with very advantageous incorporation regulations allow the appointment of a "nominee". You essentially pay for this service and the nominee assumes the 4 reported officer roles I previously listed and you stay entirely off all corporate documents. This is to both evade taxes and lawsuits. You do not just chose a nominee at random since you may get burned if (A) they have a record and attract attention, or (B) they decide to burn you and assume real control. JRB's selection of Meuse may be easy to answer if you Google him and see that he is a director in many companies - indicating he may be clean, trustworthy, track record of being a nominee. Just a thought.

As far as the meeting, all legal entities are required to hold meetings - in Wyoming it is once per year. You are required to keep minutes. If you happen to have it in some exotic place you can write off 100% of the cost of the vacation...uhhh...I mean business trip. If the directors are present and the majority of shares are represented either directly or through proxy you have a quorum and no additional shares need be represented. From everything I can tell about what JRB did, this meeting was legal. If he held a majority stake (which we do not know) than all is good. If he didnt, but say he was provided a signed proxy by someone who held enough shares, that combined with his own made a majority, than again it was fine. Hmmm...wonder who may own shares and sign a proxy? Naaa...thats crazy talk.

The number of shares required to have a quorum must be 50% + 1, but beyond that is defined in each entities bylaws and not a state requirement.