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Microcap & Penny Stocks : NAMX -- North American Expl.-- Que Sera Sera! -- Ignore unavailable to you. Want to Upgrade?

To: M. M. Jones who wrote (4227)	8/1/1998 3:32:00 PM
From: PAESEMIO	Read Replies (2) \| Respond to of 4736

MM, The Business Corporations Act of the State of Florida, Article X Section 607.10025 Shares: Combinations or Divisions allows for the: "combining shares of any issued and outstanding class or series into a greater or lesser number of shares of the same class or series". (2) Unless the articles of incorporation provide of otherwise, a division or combination may be effected solely by the action of the board of directors. Here is some controlling language: "The board shall not have the authority to amend the articles, and shareholder approval of any amendment shall be required pursuant to Section 607.1003, if, as a result of the amendment, the rights or preferences of the holders of any outstanding class or series will be adversely affected." At first blush it look like the board of directors has a lot of power here. Mr. Stamm has appointed directors without a shareholder vote. They are running the company for there own advantage. Has anyone been noticed of a shareholder meeting ? I haven't. I became a shareholder last May. Get this, Article VII Shareholders. Section 607.0703 Court-ordered meeting. (1) The circuit court of the county where a corporation's principal office is located, if located in this state, or where the corporation's registered office is located if its principal office is not located in this state, may, after notice to the corporation, order a meeting to be held: (a) On application of any shareholder of the corporation entitled to vote in an annual meeting if an annual meeting has not been held within any 13 month period. And this: Article XVI Records and Reports Financial statements for shareholders. Section 607.1620 (1) Unless modified by resolution of the shareholders within 120 days of the close of each fiscal year, a corporation shall furnish its shareholders annual financial statements.....that includes a balance sheet as of the end of the fiscal year, an income statement for the year, and a statement of cash flow for the year. And this: Article XVI Records and Reports Financial statements for shareholders Section 607.1620 (4) If a corporation does not comply with the shareholder request for annual financial statements pursuant to this section within 30 days of delivery of such request to the corporation, the circuit court in the county where the corporation's principal office (or, if none is in this state, its registered office) is located may, upon application of the shareholder, summarily order the corporation to furnish such financial statements. An here is the best news: If the court orders the corporation to furnish the shareholders the financial statements then it shall also order the corporation to pay the shareholders reasonable attorneys fees and costs reasonably incurred to obtain the order and otherwise enforce its rights under this section. This information is available on the sate of Florida website. Shareholders do have the rights. They give them to the board of directors, but the directors are bound to act for the benefit of the shareholders not themselves alone. Louis