Attached files
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| EX-3.2 - AMENDED AND RESTATED BYLAWS - IB3 Networks, Inc. | exh3-2_16651.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 13,
2009
IB3
NETWORKS, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-52374
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61-1433933
|
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
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10 South High Street
Canal Winchester, Ohio
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43110
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (614)-355-0902
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
£
|
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
|
|
£
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
£
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
£
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
November 13, 2009, immediately prior to the Annual Meeting of Stockholders
of iB3 Networks, Inc. (the “Company”), Mr. Eric Schmidt indicated
that he would be submitting his Thirty (30) Day letter of resignation as CEO and
Chairman of the Board of Directors of the Company at the conclusion of the
Stockholders meeting. Mr. Schmidt did not serve on any
committees of the Company.
Immediately
following the Annual Meeting of the Stockholders of the Company the newly
elected Board of Directors, consisting of Mr. Michael Jacobson and Mr. Arthur
Kaplan met and appointed Ms. Carolyne S. Johnson to fill a newly created vacancy
on the Board. The new Board then met to discuss Mr. Schmidt’s letter
of resignation. It was determined to be in the best interest of the
Company to reject the letter of resignation and the terms contained therein and
to terminate Mr. Schmidt’s employment immediately. The Board also acted to
terminate Ms. Brenda Schmidt and discussed Mr. Trenton Argobright’s
resignation from IB3 Networks, Inc, which was previously reported in a Form 8-K
filed with the Securities and Exchange Commission on November 4, 2009 and
immediately terminated Mr. Argobright’s employment with the wholly owned
subsidiary, iBeam Solutions, LLC in all capacities.
On
November 13, 2009, Mr. Michael Jacobson, 47, was appointed as Chairman of the
Board and President of the Company to serve until the next Annual Meeting of
Stockholders of the Company. From December, 2008 and continuing, Mr.
Jacobson is President of NYC Mags, Inc. and Madison Avenuematch.com, a wholly
owned subsidiary of iB3 Networks, Inc. Prior to that time, Mr.
Jacobson was Publisher/Editor of Trump Magazine. There are no
arrangements or understandings between Mr. Jacobson and the Company with regard
to his selection to fill his current position with the Company. Mr.
Jacobson has no familial relationships with anyone in the
company. Mr. Jacobson held a position as Director for Premiere
Publishing Group, Inc. and resigned in 2008.
On
November 13, 2009, Ms. Carolyne S. Johnson, age 62, was appointed as a Director
of the Company to fill a newly created position on the Board to serve until the
next Annual Meeting of the Stockholders of the Company. Ms. Johnson
also serves as Secretary of the Board of Directors. There are no
familial relationships between Ms. Johnson and any other officer or director of
the Company. Ms. Johnson has been employed for the last five years as
a paralegal specializing in the reporting of security matters to the Securities
and Exchange Commission under the direct supervision of securities attorneys
through her company, CSJ Business Solutions, LLC. For the past two
years, she served as Vice President of Capital City Energy Group, Inc., a
publicly traded company [trading symbol CETG]. She has never served
on the board of any other publicly traded company. Ms. Johnson
resigned from Capital City Energy Group, Inc. in 2009.
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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
November 13, 2009, at a meeting of the Board of Directors, elected to amend the
Bylaws of the Company in order to update them to be in better conformity with
current laws. The Amended and Restated Bylaws so adopted provide the following
revisions, each as permitted by Nevada law: (i) special meetings of the
stockholders of the Company may be called by the Chairman of the Board of
Directors, the President or the stockholders entitled to cast not less than 51%
of the votes at such meeting (adds ability of stockholders to call a special
meeting); (ii) action without a meeting of the stockholders may be taken in a
writing signed by the holders of outstanding shares having not less than a
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
(eliminates unanimous written consent requirement); the required number of
directors on the Board of Directors of the Company shall be not less then 2 nor
more than 13 (increases minimum number of directors from 1 to 2); (iv) vacancies
on the Board of Directors may be filled by resolution of the remaining Board
members (whether or not a quorum is present) (formerly, stockholder vote was
required to fill such vacancies); directors may be removed from the Board only
by the vote of the stockholders representing not less than two-thirds of the
voting power of the issued and outstanding stock (changed from the holders of a
majority of the voting power, and eliminated the ability of the Board to remove
a Director); (vi) quorum for a meeting of the Board of Directors is a majority
of the authorized number of directors (changed from a majority of the “exact”
number of Directors then in office); removed “Chief Executive Officer,” “Chief
Financial Officer” and “Controller” from the list of required officers of the
Company (but provided that the Treasurer may be called the “Chief Financial
Officer” and the President may be called the “Chief Executive Officer”); (vii)
adds reference to the limitation on director liability provisions set forth in
Nevada Revised Statutes, Sections 78.288 and 78.300 and incorporated mandatory
indemnification of directors and officers of the Company by reference to Nevada
law; and (viii) provides for amendment of the Amended and Restated Bylaws by
affirmative vote of at least a majority of the outstanding shares, or by
approval of the Board (instead of solely by approval of the Board).
Section
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
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Exhibit
No.
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Description
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3.2
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Amended
and Restated Bylaws
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
IB3
Networks, Inc.
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By:
/s/
Michael Jacobson
Michael
Jacobson
President/Chairman
of the Board
Date: November
18, 2009
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