RICHARD- well done for investigating!
It is quite possible that Armand Beaudoin was the only Director at the time of his death with the earlier resignations of the other 3 directors - 2 according to your findings (Gary German and Andrew Chater) and perhaps Bernard Kraft (especially if Andrew Chater has never heard of him). Obviously we need direct opinions of Bernard Kraft on this.
However, there is a legal case that - even if these 2 (or 3) directors submitted their resignations in the proper manner that - SUPRISE - they are STILL DIRECTORS for the following reasons:
1. Resignation of a Director is a material change. Thus there has to be a Press Release, SEDAR notification, and Letter to Shareholders. None of these 3 steps were taken in the 2 (or 3) resignations = 6 (or 9) mandatory steps required by the Ontario Securities Commission, with Java Gold Corporation still listed on CDN as JVAG throughout this period.
2. As I understand it, a Director cannot just resign - especially from a possibly dificult situation - but the resignation has to be duly accepted. I am studying the relevant Canadian legislation on this and taking legal advice. Either a) the CEO has the power to accept it, b) a formal meeting of the Board must accept it, or c) a Shareholder's Meeting must ratify it. In my opinion there is a fair chance that only a) happened - not enough to make the resignations valid.
3. The 3 individuals are still listed (along with the deceased Armand Beadouin) as Directors of Java Gold Corporation (Ontario Corporation 001182521) in the certified true copy I have of the Corporation Profile Report, filed at the Companies Branch of the Ministry of Consumer and Commercial Relations of the Province of Ontario. It is a statutory requirement for a corporation to update its Corporation Profile Report. Thus the corporation either made a huge clerical error for years (pssible but not so likely) or ther resignations were to be put before the next Shareholders Meeting (much more likely. As there was no "next Shareholders Meeting" then bingo, they are still directors, albeit with the status of "resignation tendered". Right now I am pondering the law books (I am not a lawyer) and seeking specialised legal advice. Maybe in a weeks' time I'll have the answer. Anyone else got opinions on this?
4. Now a biggy! According to the Corporation Profile Report, the MINIMUM number of Directors permitted is THREE. This, again, suggests that the resignations of the directors would not be allowable if it caused the number of directors as less than 3.
The upside is that if they are indeed still directors, with resignations tendered, then the stage is set for a Shareholders Meeting to be called and duly accept their resignations and replace them with others willing to take up the challenge. Sounds promising.
The downside is that if Java Gold now has no directors, then it will take some investigation in how to call such a Shareholders Meeting.
A rather chilly possibility is that if indeed the directors resigned and were replaced then shareholders were not informed, nor the authorities, in which case it is time for the mounties to be called in. This scenario is still vague, but frankly anthing is possible once a listed company ceases to submit accounts, ceases to hold shareholder meetings etc.
Rick, your investigations now draw attention to a fourth person - JOHN HERBERT - who according to the last SEDAR posting of Java Gold Corporation was the Chief Financial Officer. I note he is not listed as an officer on the Corporation Profile Report of Java Gold Corporation! Lest that pass, presumably he is central to understanding the finances and I assume he has kept records. I think I can dig out his contact details and current occupation. More on this later!
Keep up the good work
Robin Grayson
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