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| RECV > SEC Filings for RECV > Form 8-K on 12-Oct-2011 | All Recent SEC Filings |
12-Oct-2011
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission
Stockholders approved amendments to the registrant's Articles of Incorporation at the annual meeting of stockholders held on October 10, 2011. The amendments were effective upon the filing of Amended and Restated Articles of Incorporation with the Nevada Secretary of State on October 11, 2011. The amendments are summarized below.
Authorization for Board of Directors to Determine Terms and Conditions of Preferred Stock
The amendment authorizes the registrant's board of directors to expressly determine the terms and conditions of the 10,000,000 shares of unissued preferred stock without obtaining separate stockholder approval, commonly known as "blank check" preferred stock. Previously, stockholder approval of an amendment to the Articles of Incorporation was required to create a series of preferred stock. No issuance of preferred stock is currently contemplated by the board of directors.
Addition of Article Limiting the Liability of the Board of Directors
The amendment added an Article limiting the liability of the board of directors in accordance with the minimum liability provided for in the Nevada Revised Statutes. The current Articles do not contain such limitation. Such a provision will help the registrant to retain and recruit qualified officers and directors.
Addition of Article Adding Indemnification Provisions for Officers, Directors and Certain Other Persons
The amendment added provisions for indemnification of officers, directors and certain other persons under certain circumstances to the maximum extent permitted under applicable Nevada law. The current Articles of Incorporation do not contain any provision for indemnification. Such a provision will help the registrant to retain and recruit qualified officers and directors.
The registrant held its annual meeting of stockholders on October 10, 2011. At the meeting all of the proposed directors were elected and received the following votes:
Name For Against Withheld
Roger A. Parker 35,313,641 0 111,350
W. Phillip Marcum 35,313,641 0 111,350
Timothy N. Poster 35,313,641 0 111,350
Conway J. Schatz 35,313,641 0 111,350
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The stockholders also approved the other proposals before the meeting, which were the three amendments to the registrant's Articles of Incorporation described in Item 5.03 and authorization for the board of directors to implement a reverse stock split of the registrant's outstanding common stock to help qualify for stock exchange listing at a specific ratio and at such time to be determined by the board of directors in its sole discretion. The board of directors authorized a one for four reverse stock split immediately following the annual meeting that is expected to be effective in the next several days. These proposals received the following votes:
Proposal For Against Withheld Authorization for Board of Directors to 34,137,741 1,285,350 1,900 Determine Terms and Conditions of Preferred Stock Addition of Article Limiting the Liability of 35,295,741 129,250 0 the Board of Directors Addition of Article Adding Indemnification 35,423,091 1,900 0 Provisions for Officers, Directors and Certain Other Persons Authorization of Reverse Stock Split 35,295,741 111,350 17,900 |
There were no abstentions or broker non-votes.
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