Post by imSINGLEruRICH on Feb 11, 2015 13:42:38 GMT -5
#2115931
TakeBackOurCompany Feb 06 01:36
Complaint filed against CMKM management with Texas Securities Commissi...
To whom it may concern
I am a bonafide shareholder of CMKM Diamonds Inc. I allege current and past directors of CMKM have breached their fudiciary duty to the shareholders, including knowingly breaching the by-laws encorporated by the company. This in my opinion should make all of their actions null and void. Each Board member appointed from 6/1/2004 to present would be invalid, including current CEO Steve Kirkpatrick. All Board members are required to be voted on annually, this has not been done since 1/15/2003. As a result I request that a trustee be appointed immediately to manage the affairs of CMKM Diamonds Inc. until such time as a legal annual meeting of shareholders can be convened to elect new directors in accordance with the by-laws of the corporation.
The corporation by-laws were first published and filed on 8/3/1999 in a 10qsb-12g, these are attached to this correspondence. The document remained unchanged until 10/2013 when the by-laws were illegally modified, and retroactively posted on the company website in 10/2013.
Although the original by-laws describe situations where an appointment/removal/etc of a Board of Directors member occurs and appointments made waiting until new members can be seated, Section 1.1 supersedes this wording by the use of shall when describing the annual meetings and election of BOD members yearly. The last Annual Shareholders Meeting took place 1/15/2003, based on this the next Annual Shareholders Meeting should have taken place no later than 6/1/2004. Given that meeting did not take place and no "official" meeting took place until the 30th of September 2012, every decision made by the directors of CMKM are invalid . All dates and an exact timeline of events can be supplied as needed.
In Hurd vs. CMKM Diamonds, Civil Action No 2:07-cv-00215-RCJ-LRL in the States District Court, District of Nevada, the Ninth Cause of Action reads:
64. The by-laws of the corporation at Article I specify that such a shareholder meeting shall take
place annually and at Article II specify that the term of each director shall expire on the day of the
succeeding annual shareholder meeting.
65. (Urban) Casavant has served continuously as a director since his election in 2002 without calling a
shareholder meeting in breach of the by-laws and in violation of NRS 78.310-78.330.
The CMKM management appointed to replace Urban Casavant also failed to call an annual shareholder meeting since its inception on March 30th, 2007, thereby also breaching CMKM's bylaws. This violated NRS 78.310-78.330, making it guilty of mismanagement. Current CEO of CMKM Steve Kirkpatrick only agreed to hold an annual shareholders meeting as part of a settlement reached in legal action #1103417-A, filed in the 7th District Court of Smith County, Texas. Mr. Kirkpatrick reneged on all but one item of the settlement with the plaintiffs, which was to have an annual shareholders meeting on the 30th of September 2012, this included a Board of Directors vote. An objection to the annual meeting was entered to Mr. Kirkpatrick prior to the meeting, which included a request for a complete list of shareholders as specified in by-laws Sec 1.9 and a Quorum at meeting Sec 1.5. Mr. Kirkpatrick refused to make the list of shareholders available even though he had agreed to this in Exhibit A of the shareholders settlement. Item number 5 of the agreement states Mr. Kirkpatrick will make available "a copy of the current shareholders' list as required by Article 2.27 of the Texas Business Corporation Act".
Mr. Kirkpatrick was entered objections to how the company was continually violating the company by-laws published on the company website until 10/05/2013, supporting document attached. His response was to arbitrarily rewrite & publish retro-actively a new set of by-laws. It appears the remedy for by-laws Sec 3.1 and Sec 7.5 is the annual meeting to remove directors operating against the shareholders interests and/or create new by-laws themselves. These remedies have not been made available to shareholders since 1/15/2003 when the last annual shareholders meeting took place. Since at least 1/15/2003 the company's directors have consistently operated against the interests of shareholders and the company has purposely avoided allowing shareholders to exercise their rights for their own personal gain.
In a March 30th, 2007 PR, Urban Casavant announces that he steps down as "Chairman of the Board, sole Director, President, Secretary and Treasurer of CMKM Diamonds, Inc." due to "health issues" and appoints Kevin West, a person with neither apparent business nor mining background, "to take over at the helm."
www.cmkmdiamondsinc.com/news_index.html
In a March 30th, 2007 PR, Kevin West, CMKM Chairman of the Board, announces, "the first order of new business was to hire the Frizzell Law Firm...in a quest to recover monies and assets that belong to the shareholders of this Company."
www.cmkmdiamondsinc.com/news_index.html
Because Urban Casavant apparently breaches CMKM's bylaws, his appointment of Kevin West "to take over at the helm" is NULL AND VOID; and Kevin West's subsequent hiring of Bill Frizzell is NULL AND VOID; and because the current CMKM management has apparently failed to call an annual shareholder meeting since its inception on March 30th, 2007, every decision it has made since then is NULL AND VOID.
Kevin West without holding any annual shareholders meetings or having a BOD vote appoints his own friendly BOD illegally, making their appointments invalid:
CMKM Diamonds, Inc. Appoints New Board of Directors’ Members
TYLER, Texas--(BUSINESS WIRE)--CMKM Diamonds, Inc. CEO and Chairman of the Board Kevin West announced today that shareholders Stan Polsom, Tom Stephenson, and Roger Summers have been named to the Company’s Board of Directors. With the recommendation of the newly formed advisory committee, the Company is now in negotiations with an individual to take over the leadership role as Chief Executive Officer. Kevin West will remain as the Chairman of the Board.
Actions of the BOD noted above includes the hiring of current CEO Steve Kirkpatrick, who's hiring should be null and void.
In Hurd vs CMKM Diamonds Inc. point F applies currently as the breaches in fudiciary duty by management continue to today:
F. Appoint a receiver or trustee to manage the affairs of CMKM until such time as an annual
meeting of shareholders can be convened to elect new directors in accordance with the
by-laws of the corporation.
In closing, I present these facts for your consideration, and Iook forward to hearing your opinion on possible actions that can be taken. Much detail, documentation, and depositions can be provided that show damages if it is determined their is a cause of action.