"Shareholders by unanimous consent may conduct business without holding a shareholder meeting. Such actions are more common in closely held corporations, where shareholder actions are typically unanimous. In a larger, publicly held corporation, such actions are much less practical, especially because decisions of the shareholders affect a larger number of people.
The rights of [common class] shareholders depend largely on provisions in a corporation's charter and by-laws. These are the first documents which a shareholder should consult when determining his or her rights in a corporation. Shareholders also generally enjoy the following types of rights:
* Voting rights on issues that affect the corporation as a whole * Rights related to the assets of the corporation * Rights related to the transfer of stock * Rights to receive dividends as declared by the board of directors of the corporation * Rights to inspect the records and books of the corporation * Rights to bring suit against the corporation for wrongful acts by the directors and officers of the corporation * Rights to share in the proceeds recovered when the corporation liquidates its assets
Shareholder Rights, Actions, and Liabilities
As noted above, many of the rights afforded to shareholders are contained in each corporation's articles of incorporation or bylaws. It is also noteworthy that shareholders generally do not have the right to vote on management issues that occur in the ordinary course of the corporation's business. Many decisions of the corporation must be made by the board of directors or officers of the corporation, and in most cases, shareholders may not compel the board or officers to take or refrain from taking any action.
A shareholder may not bring a direct action against a corporation by alleging that an officer has breached a FIDUCIARY duty owed to the corporation. Such a case involves all shareholders and is more appropriate as a derivative action.
if the officers of the corporation have breached a fiduciary duty owed to the corporation, shareholders may bring a derivative action to protect the interests of the corporation on behalf of the corporation. While these actions in many cases protect the rights of the corporation and shareholders of the corporation, these actions are often controversial. Shareholders should study the procedural and substantive provisions of state statutes to determine whether the action is appropriate and determine which formalities should be followed with respect to these actions."
So...
What FORMAL procedure was involved in this decision? Do those acting out against the company constitute a legit majority? Do the common class shareholders even have a right to take out Rufus?
I am seeing some serious holes in what Arlitt and others may have done.
It does, however, appear that the law firm retained would specialize in backing Arlitt in an attempt to get or retain control of CSHD at the expense of the company (to the extent that there are any available funds). I do not like the sound of that at all.
Are we so sure John is a "good" guy just because he writes pretty PRs? And is Rufus a bad guy just because he made some shareholders feel like he was letting them down (even though most people admit that there seems to be more going on behind the scenes than we can know right now)?
I know who has the knowledge and access to drive this company, even if a bit crudely, and I am hoping he learned enough from BBAN to have set himself up to be "golden" against something so predictable as this.
... In My humble Opinion
Posts: 150 | From: None | Registered: Jul 2006
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Look I'm down about 6K on this, but I really feel sorry for you guys who are a whole lot more. This has truly become a 'nightmare' stock.
I really don't know what to think, after reading everything from last night and this morning it seems that things are just a total mess.
I really believe had the business plan been executed properly by Rufus and Ben we would have gotten our $15 pps reset. It was their total incompetence, ego, and plain lack of consideration for the law that landed us on the grey's at .20.
At this point there really is nothing to do but hold and pray ! Man Timothy Miles must be feeling like a King on this one, lol.
Posts: 630 | Registered: Jun 2006
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Looking back isn't this the same rediculous situation as BBAN? Weren't they removed from office by the shareholders there as well after being mislead? I'm not saying we are being mislead in this case, but this seems a bit to similiar to me...
I've been rather confident things would work out up until this week; now, I'm worried to many people are doing things because they got their feelings hurt when they cried and momma didn't give them what they wanted...
Don't get me wrong...I have no intention of selling...no real point for me...we just need valid information here...
There just isn't enough information being relayed to make informed decisions about the future of this company...as has been the case...I guess we just wait...
Posts: 2024 | From: New Orleans, LA | Registered: Apr 2006
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quote:Originally posted by Uncle Smelly: Look I'm down about 6K on this, but I really feel sorry for you guys who are a whole lot more. This has truly become a 'nightmare' stock.
I really don't know what to think, after reading everything from last night and this morning it seems that things are just a total mess.
I really believe had the business plan been executed properly by Rufus and Ben we would have gotten our $15 pps reset. It was their total incompetence, ego, and plain lack of consideration for the law that landed us on the grey's at .20.
At this point there really is nothing to do but hold and pray ! Man Timothy Miles must be feeling like a King on this one, lol.
what u read sir is from an outside source (RPH) only ones i listen to are those connected and working for the company.
Posts: 3086 | From: miami | Registered: Nov 2005
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IMO ... Rufus may not be the most smooth operator (moment for chuckle) but, I will feel best about our future if Rufus and Ben are part of it. Pay them or whatever ... I too think the best of both worlds, Rufus, Ben & John could work nicely for us all. Rufus seems to be the key to work the bonds.
I too 'am most sure it is none of our interests to ragg on Rufus or John, but to best protect our capital by encouraging the SHC to be the factor to make "cents" of it all! IMHO
Still huggin' the bonds!
-------------------- ... make you're decisions only on you're own DD ... Posts: 348 | From: Arizona | Registered: Jul 2006
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-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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Good morning board, I just got caught up....WOW I am more confused now than ever! lol
Posts: 1453 | From: Wisconsin | Registered: Jul 2006
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quote:Originally posted by wallymac: Now. maybe I hear things different than most but I didn't hear Rufus say they couldn't afford a lawyer just that Tut did not have access to company funds. Which makes sense. I doubt that Tut could have access to any corporation money by putting out a PR. I have dealt with Probate situations from my family and know that banks want legal documentation to release funds.
Okay, I will state that I, as a share holder was never contacted to vote my shares. I am and alwasy have been on the NOBO list. How was Anthony able to vote his shares yet I wasn't?
Houston, WE HAVE A PROBLEM.
IMO, if TUT's take over was illegal and he posted an 8K then he has given the SEC a reason to put CSHD in receivership, because CSHD.(the company) has violated the TRO and injunction.
Chart posted earlier about people who were not TUT fans. I never was and posted that. I don't care how this turns out but never thought highly of his posts. Now, his premature move to take control could be the nail in the coffin.
I could be totally wrong but sometimes a mummy needs to know it's dead.
I hope I'm wrong but I think that Tut, John Arlitt, has unwittingly played into the hands of the SEC and others that want this whole issue to sleep with the fishes.
THe preceeding message is my opinion only and NO ONE SHOULD BUY, SELL or do anything else based on my opinion.
GLTA Wally
That is exactly what I heard. There was no mention that the company didn't have funds for a lawyer. He said that John didn't have access to the company money.
Posts: 557 | From: UpState New York | Registered: Sep 2006
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Does anyone understand what this is and why they operate like they are broke with it. Its from one of the financial filings. Total Other Assets $ 310,415,000
Posts: 957 | Registered: Jun 2006
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I'm sticking with Arlitt, sorry but Rufus letting the company slide almost into a "default" victory for the SEC seems down right DUMB. NOT taking a lawyer to FEDERAL court, -dumb, screwing up PR's and Filings, -dumb. -or was it!
If Rufus said he had no money for a lawyer then, what the hell was his plan!??? He may be in "the right" but what was that getting us? -that was getting us a trip to the poor house IMO.
There is a way to do business, Rufus NEVER followed that, from messed up PR's with no forward looking statements and no B&O insurance, -which we HAVE NOW under John btw, That's THE STANDARD way things are done!
So John in the very short time that he has been there HAS IMO conducted himself FAR better then Rufus has...
Rufus may be good at what he does, maybe he should stick to doing deals, but let someone who knows HOW a company IS RUN run the darn thing... [CEO posting on message boards?? "he-he" ]
I was looking forward to being IN the .30's today...
I hate to say it.... -but I will...
How Rufus was acting and with letting the SEC "WIN" with a DEFAULT judgment of all things(which means Rufus didn't even give a crap to TRY to fight!!) it almost sounds like big money got to Rufus and paid him off to stand down!!!
You explain Rufus' actions if you think differently ~
Cause with a DEFAULT judgment, Sec wins WITHOUT a fight, -we lose!
Bye bye money, -that's the way I understand it ~
Sorry if I'm wrong, but I'm NOT a big Rufus fan right now... I DO NOT think Rufus is CEO material, and YES I think he may have SOLD US OUT.
Facts speak volume's and it's "always about the money!" You tell me why Rufus was willing to lay down and play dead after all the work they did. Facts speak louder then words...
[ALL IMO]
Originally Posted by TonySoprano Everyone makes this so complicated it is ridiculous.
The SEC had an issue with the company and the former CEO because of the former CEO's wild claims about the assets and BV (even though some or all of the Assets are real). The former CEO had enemies from his prior company and the way he conducted business The enemies pushed the issue with the former CEO and contacted the SEC The SEC asked the former CEO to come in and have a conversation. The former CEO refused The SEC, having been unable to have a conversation, filed a complaint. The former CEO showed up in court without an attorney
And it only gets worse from there...
All the former CEO had to do was show up in court on October 25th with an attorney, have the attorney enter the $500M Venezuelan bond Certificate of Ownership and Global Funding agreement as evidence, and file a Motion for Summary Judgement because the SEC had not contested that document in the complaint. And guess what? The judge most likely would have thrown out the complaint, or at least one of the major points of contention, and we would not have seen $180,000,000 in shareholder value evaporate in front of our eyes.
Those of you who want to continue to praise the former CEO are welcome to your opinions, but what are you going to say when more information comes out about his antics?
quote:Originally posted by humble: On Delaware corporate law:
"[b]Shareholders by unanimous consent may conduct business without holding a shareholder meeting.[b] Such actions are more common in closely held corporations, where shareholder actions are typically unanimous. In a larger, publicly held corporation, such actions are much less practical, especially because decisions of the shareholders affect a larger number of people.
... In My humble Opinion
Quote shortened to save space.
According to this the Shareholders Committee was incorrect in it's actions. In order for them to conduct business they need UNANIMOUS consent, not majority. I along with many others were not given the chance to vote.
It's time that CSHD starts getting things right. Arlitt jumped the gun, Rufus may know what he is doing but doesn't communicate it properly or may not know what he is doing.
Did Mike Alexander vote for John Arlitt? This would be interesting since not too long ago Mike and Randy took over and then handed the company back to Rufus because they felt it was best that he be in charge to execute the business plan.
It's time for Mike, John and Rufus to sit down and work this all out as not only adults but businessmen.
GLTA Wally
Posts: 3255 | From: Los Angeles California | Registered: Jan 2006
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Chart imo rufus just wants to stick around and talk and take credit for anything that happens from now on...JOKE!!
Posts: 3086 | From: miami | Registered: Nov 2005
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Wallymac, I agree. They need to work together. Whether or not the takeover was legal, we'll have to deal with it now. The best way to do that is for them (MA, JA, and RPH) to work together.
I think the only positive thing I take from all of this is that the bonds (or ownership by Conversion Solutions) are not really questioned at this point due to the Euroclear website. Thanks St. Matthew for noticing, by the way.
Let's keep positive people... Have you noticed the trading activity lately? Yup, I think more and more shorters are realizing they should stop playing around with this one. I think the large decrease in volume is very indicitive of that.
Posts: 26 | From: Madison, WI | Registered: Feb 2006
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quote:Originally posted by humble: On Delaware corporate law:
"[b]Shareholders by unanimous consent may conduct business without holding a shareholder meeting.[b] Such actions are more common in closely held corporations, where shareholder actions are typically unanimous. In a larger, publicly held corporation, such actions are much less practical, especially because decisions of the shareholders affect a larger number of people.
... In My humble Opinion
Quote shortened to save space.
According to this the Shareholders Committee was incorrect in it's actions. In order for them to conduct business they need UNANIMOUS consent, not majority. I along with many others were not given the chance to vote.
It's time that CSHD starts getting things right. Arlitt jumped the gun, Rufus may know what he is doing but doesn't communicate it properly or may not know what he is doing.
Did Mike Alexander vote for John Arlitt? This would be interesting since not too long ago Mike and Randy took over and then handed the company back to Rufus because they felt it was best that he be in charge to execute the business plan.
It's time for Mike, John and Rufus to sit down and work this all out as not only adults but businessmen.
GLTA Wally
Agreed Wally!
Together we have a chance.
Apart we are nothing.
Great companies are destroyed usually internally.
Posts: 6410 | Registered: Jul 2006
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Chart, im sure that Rufus came on last night and blew steam because he was "bought out". Riiiiight. And im sure that because of 1 filing Arlitt is the better choice for CEO. Riiiiight. I MIGHT agree with you if the filing was even legal. Its possible they filed a change in directors that wasnt even done legally. If it turns out they did it legally? Ok, hes got my attention....until then im neutral on Mr Arlitt.
I stuck up for Arlitt recently about his past. I wont stick up for him in present or future if i feel he is up to no good. So far, im not sure what his true agenda is. What was he given for taking over as CEO? Was he given some shares? Was that in the 8k? Is he doing this for free or just protecting his investment like the rest of us?
I have a lot more questions about Arlitt than I do about Rufus.
Posts: 2308 | From: Michigan | Registered: Jun 2006
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I really want to believe in Rufus but there are things that don't make sense....
He said he didn't get a lawyer because he didn't feel as though it mattered - he was going to be called a fraud eitherway.....
When he came back as CEO, what did he do to move the company toward a resolution? Besides encourage a shareholders commitee for the shareholders that he "loves"....this is the same shareholders commitee that ousted him.....sounds like Jesus & Judas - my goodness....
I want to know what Rufus' plan was to get the company back on track...I know he stated what they were I can't remember if it was on SPR - but I believe he said that his first priority was to get a lawyer....I thought he had a meeting with some big law firm & loved them - why didn't he hire them....
There are so many questions I have......that don't make sense....
The weird part is TheGreaterGood sort of predicted this.....
I wish Rufus would just answer a few questions from the shareholders- and I wish he could answer them without laughing or asking another question- this is getting down to the wire here - there was a man on the phone with Rufus last night who has put all of his retirement into the stock & told Rufus he did it because he believed in him...he said he's in his 50's but had to take another job because of this.....& Rufus didn't say much.....he just said "Do what you want...you will be fine in the end..."
How? What was the plan Rufus? I wish he would just have answered that & followed through.....
Good Luck Rufus - I wish you could find a way to stick around & do what you do best- getting bonds & let John take care of the business end....he seems to be getting things done....within a few days he's done more than we've seen in months...it's too bad...
-------------------- ..just remember....Family is EVERYTHING!! Posts: 3944 | From: Rochester, NY | Registered: Sep 2006
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quote:Originally posted by TaxBack04: We be toast.
Whats up tax?
-------------------- 'The rewards for those that persevere, far exceed the pain that must proceed the victory!' Posts: 399 | From: leeds, england | Registered: Jul 2006
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So are people just saying that Rufus is nothing but a pumper?! He did nothing and now Arlitt has done it all?!
I bought this stock at .082 and at 1.60 sometime ni July i called Rufus and he took time to explain the merger agreement to me and he also explained how a reverse merger worked and the different scenarios involved. I could have sold at 1.60 but i liked what he said. He then led the company to $4.00 a share (albeit briefly) and yes, i made a few bucks along the way with the ups and downs but i held.
Now, i can agree that the $4 came from thin air because there is still no concrete evidence of what the company was worth but there were filings! Arlitt is getting a ton of credit for a single filing. The SEC claims thar some of Rufus's filings may be fraud, Rufus feels that Arlitts filing could be fraud if the shareholder vote was not done legally.
Arlitt, IMO...has done nothing more than either of our CEOs to this point so far
Posts: 2308 | From: Michigan | Registered: Jun 2006
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quote:Originally posted by TaxBack04: We be toast.
Whats up tax?
Someone go ask John if he read Section 8 of the By-Laws listed in the most recent 10KSBA
Section 8. RESIGNATIONAND REMOVAL: Any director may resign at any time by giving notice to another Board member, the President or the Secretary of the corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board or by such officer and the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of the corporation at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.
John is NOT legal at this point.
-------------------- Una Mas! Posts: 2717 | From: Eville,IN,USA | Registered: Feb 2004
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[QUOTE]Originally posted by Jenna: [QB] I really want to believe in Rufus but there are things that don't make sense....
He said he didn't get a lawyer because he didn't feel as though it mattered - he was going to be called a fraud eitherway..... ======================================
That's the reason you GET a lawyer!! That makes NO sense what he said... think about it.
I tell you that I'm going to take your business away from you no matter what you do, so you say, "Ok, I can't win here."
quote:Originally posted by Mr. CATIAEngineer: So are people just saying that Rufus is nothing but a pumper?! He did nothing and now Arlitt has done it all?!
I bought this stock at .082 and at 1.60 sometime ni July i called Rufus and he took time to explain the merger agreement to me and he also explained how a reverse merger worked and the different scenarios involved. I could have sold at 1.60 but i liked what he said. He then led the company to $4.00 a share (albeit briefly) and yes, i made a few bucks along the way with the ups and downs but i held.
Now, i can agree that the $4 came from thin air because there is still no concrete evidence of what the company was worth but there were filings! Arlitt is getting a ton of credit for a single filing. The SEC claims thar some of Rufus's filings may be fraud, Rufus feels that Arlitts filing could be fraud if the shareholder vote was not done legally.
Arlitt, IMO...has done nothing more than either of our CEOs to this point so far
Still trying to figure out what Mike A. did during his CEO stint. ??? Rufus was certainly frustrating quite a few of us. For God's sake ..... he still didn't hire a lawyer. It was like slapping the Judge on his face. I think that he lost his ability to manage the company. I'm not saying he wasn't a nice guy .... I'm saying he knows bonds but not much more. In John's short control .... he has addressed the 6-1 ...... hired a law firm ..... and released an 8K. ...... I THINK THAT'S SOMETHING. Its about time one of the three did anything. To be honest, I think Mike Alexander was the worst of the three. He did nothing.
Posts: 557 | From: UpState New York | Registered: Sep 2006
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