- Current report filing (8-K)
07 June 2011 - 8:03PM
Edgar (US Regulatory)
UNITED STATES
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)
May 30,
2011
LAKE VICTORIA MINING COMPANY,
INC.
(Exact name of registrant as specified in its
charter)
Nevada
(State or other jurisdiction of
incorporation)
000-53291
(Commission File Number)
Not Applicable
(
IRS Employer Identification No.)
Suite 810 675 West Hastings Street, Vancouver, British
Columbia V6B 1N2
(Address of principal executive offices and Zip
Code)
(604) 681-9635
Registrants telephone number,
including area code
N/A
(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 (17 CFR 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))
2
Item 5.03
|
Amendments To Articles Of Incorporation Or
Bylaws; Change In Fiscal Year.
|
On May 30, 2011, the Board of Directors of the Company amended
and restated the Companys bylaws (the Amended Bylaws). The amendment and
restatement of the bylaws was for the purpose of, among other things, removing
certain outdated and redundant provisions that existed in the Companys prior
bylaws with respect to corporate governance, shareholder and director meeting
procedures, and indemnification procedures. The changes to the Companys prior
bylaws include: (i) expanding certain provisions with respect to shareholders
meetings including change of quorum requirements; (ii) amending certain
provisions respecting appointment of directors, corporate governance and
committees, and directors meetings; (iii) expanding certain provisions with
respect to officers and their duties; (iv) changing certain provisions with
respect to share certificates; (v) eliminate inconsistencies between the bylaws
the provisions of the Nevada Revised Statutes; and (vi) amended certain
indemnification provisions.
The following is a description of the substantive differences
between the Amended Bylaws and the Companys prior bylaws:
1.
|
Section I.01 Annual General Meetings of its prior
bylaws provided that the annual meetings of shareholders would occur on
the first week in June. Article I, Section 1 of the Amended Bylaws
provides that the meeting shall be held on the day and at the time as may
be set by the Board of Directors of the Corporation.
|
|
|
2.
|
Section I.05 Quorum and Adjourned Meetings of its prior
bylaws provided a majority of the outstanding shares of the Company
entitled to vote shall constitute a quorum at a meeting of shareholders.
Article I, Section 4 of the Amended Bylaws provides that shareholders
holding at least 5% of the stock issued and outstanding and entitled to
vote constitute a quorum at all meetings of the Stockholders.
|
|
|
3.
|
Section I.06 Proxies of its prior bylaws provided that
no proxy shall be valid after 11 months form the date of its execution,
unless otherwise provided in the proxy. The Amended Bylaws has removed
this.
|
|
|
4.
|
Article I, Section 7 of the Amended Bylaws is added and
provides that any action which may be taken by the vote of the
Stockholders at a meeting may be taken without a meeting if authorized by
the written consent of the Stockholders.
|
|
|
5.
|
Section II.02 Number, Tenure and Qualifications of its
prior bylaws provided the number of Directors of the Corporation shall be
not less than one nor more than thirteen. Article II, Section 2 of the
Amended Bylaws provides that the number of directors may from time to time
be increased or decreased to not less than one nor more than
nine.
|
|
|
6.
|
Section II.12 Removal of its prior bylaws provided that
a vote of shareholders holding a majority of the shares entitled to vote
at an election of Directors may remove a Director from office. Article II,
Section 3 of the Amended Bylaws provides that two-thirds of the
outstanding shares of stock entitle to vote are required to peremptorily
terminate the term of office of any member of the Board of Directors in
accordance with the requirements of the Nevada Revised Statutes.
|
|
|
7.
|
Section II.06.B Special Meetings of its prior bylaws
provided that special meetings of the Directors shall be called by the
president or any director and that notice of the meeting must be given by
mail, radio, telegram or by personal communication by telephone at least 1
day in advance. Article II, Section 6 of the Amended Bylaws provides that
the meeting can also be called by the Chairman or Vice President and that
the notice must be written and must be mailed at least 5 days prior to the
meeting or at least 24hours prior if hand delivered, faxed or
emailed.
|
|
|
8.
|
Article III Notices of the Amended Bylaws has been
added and provides that notice of meetings of the Stockholders shall be in
writing and signed by the President or a Vice President or the Secretary
or an Assistant Secretary or other designated person to each Stockholder
of record entitled to vote not less than 10 nor more than 60 days before
such a meeting.
|
|
|
9.
|
Section IV.01 Officers Designation of its prior bylaws
provided the officers of the Corporation shall be a president, one or more
vice presidents, a secretary and a treasurer. Article IV, Section 1 of the
Amended Bylaws provides that the officers must also include a
Chief Executive Officer and a Chief Financial officer, and no longer
requires a Vice President.
|
3
10.
|
Section IX Indemnification of Directors and Officers of
its prior bylaws included the indemnification of Trustees and Employees
and agents of the Corporation in addition to Directors and Officers.
Article VII of the Amended Bylaws only indemnifies directors and
officers.
|
The above description of the Amended Bylaws does not purport
to be complete, and is qualified in its entirety by reference to the full text
of the Amended Bylaws of the Company, which are attached as Exhibit 3.1 to this
Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01
|
Financial Statements And Exhibits.
|
4
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 hereunto duly authorized.
LAKE VICTORIA MINING COMPANY, INC.
By:
|
/s/ Ming Zhu
|
|
|
Ming Zhu
|
|
|
Chief Financial Officer
|
|
|
Dated: June 6, 2011
|
|
Victoria Lake (CE) (USOTC:LVCA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Victoria Lake (CE) (USOTC:LVCA)
Historical Stock Chart
From Jul 2023 to Jul 2024