fisher omission/gotcha:
Something about his Press Release that shows how he is
manipulating the truth. Never noticed that he had a family
relation on the board.....Hmmmmmm......could that be
'associates'......
Kurt
------------------------------------------------------
There are (or I should say were) 5 members on the board
of directors:
mr. daniel w. fisher
Mr. John H. Spriggs
Mr. James R. Clark
Mr. Edward R. Fisher
Mr. R Wayne Duke
Mr. Mark Pierce [board secretary, but not a director]
Fisher is claiming that the board meetings took place AFTER
the resignation of Mr. Spriggs and Mr. Clark, and that is why the
actions do not constitute a proper Board meeting. The one Board
member is Mr. Duke and the other two must be himself and Mr.
Edward Fisher.
.....
-- Accept resignations of Board members without notifying the
majority of the Board;
-- Create two meetings of which one Board member was present and
the other two were purposely not notified; and
-- Rescind the Arcon's reverse merger after a meeting with one
Board member without notification to the two other existing
Board of Directors, which does not constitute a proper Board
meeting.
.....
Before Spriggs and Clark resign, they are still directors. A
board meeting could be held with Spriggs/Clark/Duke (majority
3/5 members). At the meeting all 3 agree to rescind the merger, appoint Mr. Pierce as President (giving Mr. Pierce authority
to issue stop transfers), and vote dan fisher out (requires
a majority of board members vote to fill a vacancy, as well as
to kick out a member for cause)
After all these actions are taken, then Spriggs and Clark resign.
Suppose dan fisher still thinks he is a director. A board meeting
could be held according to him with the 2 of the 3 remaining
directors (fisher & fisher). In reality there are only 2
(Duke and the other fisher) or maybe even 1 if the other
fisher got the boot.
--------
Midland Inc. Announces Special Shareholders Meeting
BusinessWire, Tuesday, June 23, 1998 at 10:26
DALLAS--(BUSINESS WIRE)--June 23, 1998--Midland Inc.
(OTC/BB:MIDL) CEO Daniel Fisher announced today that a special
meeting of the Board of Directors was held in Dallas to address the
inappropriate actions of Mark Pierce, the corporate secretary.
A three-page due diligence report was issued by Midland/Arcon's
corporate law firm, and its findings are that Pierce has no
authority to:
-- Announce verbal resignations that are false;
-- Accept resignations of Board members without notifying the
majority of the Board;
-- Create two meetings of which one Board member was present and
the other two were purposely not notified; and
-- Rescind the Arcon's reverse merger after a meeting with one
Board member without notification to the two other existing
Board of Directors, which does not constitute a proper Board
meeting.
Fisher stated, "On June 16, 1998, Mark Pierce put out an
illegal notice about Midland, Daniel Fisher, which is not true. In
a press release, Midland announced a new Board, but it did not name
the new members, which is more of Mr. Pierce's corporate propaganda
because there are three existing members who have not resigned, and
they must elect two additional. Mark Pierce did not and could not
elect any further Board members without notifying the existing
members. He held all his meetings with Wayne Duke, one Board member
and himself."
Fisher continued, "Mr. Pierce stated that I verbally
resigned as director and CEO, which is the only way a Board member
of Midland, Inc. may leave the Board. The only other legal avenue
is to be voted off the Board by a majority vote. Institutions that
represent these votes hold almost 15 million common votes at this
time and the matter shall be properly rectified."
According to Fisher, "Mr. Pierce has been given notice at his
office and home that he has been suspended by the existing Board
until these corporate matters are rectified by the new Board. I
expect these matters will be fully clarified; however, we will
advise you of the filing of a special shareholders meeting to be
held in approximately 15 days of which common voting shareholders of
Midland, Inc. by proxy can elect a new full Board of Directors." |
