By: chrisl_is_satan
04 Apr 2009, 09:10 AM EDT
Rating: Msg. 824189 of 824292 Jump to msg. #
Here are the by-laws of the company. How many rules has Tyler broken to date?
www.secinfo.com/dSkfj.6Cx.c.htm#1stPage By: chrisl_is_satan
04 Apr 2009, 09:36 AM EDT
Rating: Msg. 824191 of 824292 Jump to msg. #
Did Tyle violate the by-laws? Read this particular rule of the by-laws and ask yourself if they negotiated something with Entourage how did they go about it?
Section 1.9 List of Stockholders Entitled to Vote. The
Secretary shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the meeting, during the whole time
thereof, and may be inspected by any stockholder who is present.
By: chrisl_is_satan
04 Apr 2009, 09:40 AM EDT
Rating: Msg. 824192 of 824292 Jump to msg. #
How was Tyler able to get the new Board of Directors without a vote? This section explains the rules of the by-laws. Hmmmmmm inquiring minds want to know.
Section 2.2 Election; Term of Office; Resignation; Removal;
Vacancies. Each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified or until his or her earlier resignation or removal. Any
director may resign at any time upon written notice to the Board of Directors,
the
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Chairman of the Board or the Secretary of the Corporation. Such resignation
shall take effect at the time specified therein, and unless otherwise specified
therein no acceptance of such resignation shall be necessary to make it
effective. A director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors. Whenever the holders of any class or series of
stock are entitled to elect one or more directors by the provisions of the
Certificate of Incorporation, the provisions of the preceding sentence shall
apply, in respect to the removal without cause of the director or directors so
elected, to the vote of the holders of the outstanding shares of that class or
series and not to the vote of the outstanding shares as a whole. Unless
otherwise provided in the Certificate of Incorporation or these By-laws,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the
right to vote as a single class or from any other cause may be filled by a
majority of the directors then in office, although less than a quorum, or by the
sole remaining director. Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the Certificate of Incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by the
sole remaining director so elected.