Replies to post #12745 on AimRite Holdings Corp (AIMH)

[AlexI]

This what the T/A told me. He said that if Morey wanted to resign, which he did, he is allowed to choose someone to take his place, because someone has to. That person was E.G Marchi. Currently Mr. Marchi is what the T/A called the "interim director" of AIMH. He has taken the place of the former director, but has not yet been ratified by the shareholders. So he will continue to be an "interim" or "acting" director, officer, President, until either the majority of shareholders vote him in as there new officer, or until they nullify the decision by Morey to make him the new officer and replace him with someone new.

I think that is why the majority shareholder did not notice the change unless they were to look at the NVSOS website. Morey simply switched himself out as the President, etc. without telling them (possibly for monetary gain). Then Marchi assumed control and began to do what he wanted (issuing statements and declaring possible R/S) without informing the majority shareholders or even asking them.

(Morey was a director, per the NVSOS website, so he had some small control to make corporate changes, but in the end it is up to the majority of shareholders to finalize decisions made by Morey or Marchi)

And with a shell corporation the structure usually only includes 1-2 officers, who take over all the other corporate roles, and then the shareholders that are under them.

IMO AIMH is too small to have a Board of Directors. E.G. Marchi is the temporary director, officer, president, secretary, and treasurer, until the shareholders remove him.

That will be done soon. Then the majority shareholders (Mr. Barton & Mr. Coleman who own 60%) will vote in new officers, and proceed with a R/M.

Alex I

[Potomac]

I believe the majority shareholders can call a special meeting to remove Marchi.

[loanranger]

"That's not the way it works, as a matter of corporate law. See my prior post on this subject. Stockholders elect the Board of Directors, which appoints the officers. So the question here is, who are the directors?"

You're right, of course. But this is the sequence in which the transition COULD HAVE occurred.....I'm not saying that I believe that it did. The fact that it was reported by the T/A who said that it was against SEC rules for him to provide share structure information to inquirers makes it that much more entertaining.

First, it assumes that the NVSOS.gov website was correct when it showed Morey as both the only director and the only officer.....positions he, himself, apparently had bestowed upon him at some point.

He could have:
1. Resigned the officer positions.
2. As the sole director, appointed Marchi to take the officer positions.
Here's where the Company by-laws (linked below) come into play.
3. Morey could have then apppointed Marchi to a directorship, but he would first have to increase the number of authorized directors...which he, as the board....was empowered to do. He could then resign, but that would leave Marchi as the sole member of a 2 member board, a vacancy that Marchi could fill with a third party pending shareholder vote confirmation at the next regular annual meeting ("The meeting shall be hold on the third Tuesday of June of each year.").


A Special Meeting could be called.
"Special meetings of shareholders, other than those regulated by
statute, may be called by the President upon written request of
the holders of 60% or more of the outstanding shares entitled to
vote at such special meeting. Written notice of such meeting
stating the place, the date and hour of the meeting, the purpose
or purposes for which it is called, and the name of the person by
whom or at whose direction the meeting is called shall be given."

http://sec.gov/Archives/edgar/data/1087789/0001084178-99-000014.txt



Without a piece of paper to support the above events they are just a little bit unbelievable.