An unauthorized collection of the records of Alternate Energy Holdings, inc., its principals and subsidiaries, and their antics, trials, and tribulations


Please, Please, Please, Everyone! Just Calm Down! And Stop Whining!

Thursday, February 10, 2011

Departure of Director Duo: Vote of (no)Confidence?

It can get a little tiresome reading all the bullshit in AEHI's press releases, but it does have its rewards.  Last week's release, which gloated about their renewed access to the corporate cookie jar, also contained this little gem:
  
"Shortly after funds were frozen, Don Gillispie and Jennifer Ransom temporarily stepped down from their respective roles as CEO of AEHI and President of Energy Neutral™. It is anticipated following a vote of confidence from the AEHI Board of Directors, expected early next week, that both Gillispie and Ransom will resume their former positions."

"resume their former positions?"  Ummmm..... maybe they meant "resume the duties of their former positions?"   Still, ummmmmm......never mind, the Dude digresses.  Back to the topic: 
Jesus!  Not another board meeting!
You think Board meetings are bad? Wait 'till we get our Federal Subpoenas!

That was Friday, February 4th.  "Early next week" is now this week, specifically, it was Monday, Tuesday and maybe half of Wednesday, February 7, 8, and 9.  Today is Thursday, Februrary 10th.  It's now late "next week," and AEHI has not yet issued one of their (in)famous press releases on the "vote of confidence" that they anticipated "early next week".
What's more telling though, is what did come out of the Board of Directors early this week: the abrupt resignations of two of them- Leon Eliason and Greg Kane.  Given all the new shit that has come to light, the "personal reasons" claim in the 8-K doesn't quite ring true.

While the Dude was not invited to attend the board meeting, it was a simple matter to reconstruct how it likely went down on Monday:

(Note:  the following script is pure fiction. your results may vary)

Meeting Chair:  Ok, let's call this meeting to order.  Item One;  restore Super Awesome CEO Don Gillispie and Key Senior Executive Vice President Jennie Ransom to their cool jobs and give them back the awesome corporate credit cards.  All those in favor say, "aye".

Soon-to-Quit Director 1:  "Are you people high?"

Chair:  You're supposed to say "AYE", not "high".  Now, all in favor of giving Don and Jennie their awesome jobs, houses, cars, and credit cards back say AYE.

Soon-to-Quit Director 2, (aside to Director 1):  This is unbelievable.  If they're not high, then we must be.

Chair (angrily, in an effeminate and somewhat high-pitched voice): STOP saying HIGH!  You're supposed to say, "AYE," NOT "high!"  Now say "AYE" just like we ALWAYS do!  Just like Don said we're supposed to, or we'll get in trouble.  SHHH, here he comes!

Directors 1 and 2, exhibiting a level of intelligence not seen since the departure of Director James Taylor in 2008:  Screw this shit, we quit.

Director 1: Say whatever you idiots want about why. 
Director 2:  And you are all high. Neener.

Director 1, to Director 2:  Let's go get a beer.
Director 2:  Sounds great! Let's call the SEC- maybe we can cut a deal.
Director 1:  Then we can go fishing.  For purely personal reasons!
Director 2:  Hahahaha!  Personal Reasons!  Hah! That's a good one! 

-end-

6 comments:

  1. I suspect the remaining directors will be right behind the last two resignations as soon as they get a load of what Donny Boy and his .... er.. eh... well, his expensive mail opener VP have really been up to.

    The SEC and the FBI have known the real deal for years and have tons of documentation, (possibly thanks to Martin Johncox who bailed at the first sign of trouble).

    The board of directors has been paid handsomely for doing nothing. They played ignorant, fat dumb and happy with investor funds. Playing ignorant doesn't work boys. That is why you have boards of directors, and guess what guys, you are indeed responsible to safeguard share holders' investments. You have not properly protected them.

    Busted!!!

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  2. Well, except for this very convenient provision in Nevada Corporate law, buried in the fine print of the annual report:
    Limitation on Liability and Indemnification

    The Company is a Nevada corporation. The Nevada Revised Statutes (NRS) provides that the articles of incorporation of a Nevada corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 78 (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit. The Company’s articles of incorporation contain a provision eliminating the personal liability of directors to the Company or the Company shareholders for monetary damages to the fullest extent provided by the NRS.

    The NRS provides that a Nevada corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a “Proceeding”), in which he or she was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation’s articles of incorporation. The Company’s articles of incorporation do not contain any such limitation.

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  3. LOVE IT, LOVE IT, LOVE IT :-)) May I play the part of the Meeting Chairwoman when the movie comes out? Please Please Please

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  4. Sorry, the script calls for the meeting chair to be male. The role of the female VP, according to the CEO's sworn deposition, is to attract Asian businessmen. The screenwriter is a real stickler for accuracy.....

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