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FONIX CORP Message Board

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  • redsavina2001 redsavina2001 Dec 21, 2008 1:41 PM Flag

    New Director

    Yep, Dudley calls all the shots and answers to nobody.

    ...As of the date of this Report, our board of directors consisted of one individual, and we had only one executive officer. As such, management of the Company is consolidated in one individual.

    On Wednesday, March 5, 2008, Thomas A. Murdock resigned as Chairman of the Board, President, and Chief Executive Officer of the Company. Mr. Murdock also resigned all officer and director positions he held with Fonix Speech, Inc., Fonix/AcuVoice, Inc., Fonix/Papyrus Corporation, Fonix UK, Ltd., and Fonix Sales, Korea Group, Ltd., all subsidiaries of the Company. Additionally, on Wednesday, March 5, 2008, William A. Maasberg resigned as director of the Company, although he continued to serve as our Chief Operating Officer until March 31, 2008. In connection with the resignation of Messrs. Murdock and Maasberg, the Company appointed Roger D. Dudley, who was serving as the Company’s Executive Vice President and Chief Financial Officer, as the Company’s Chairman, President, and Chief Executive Officer. Mr. Dudley will continue to serve as Chief Financial Officer. Following the resignations of Messrs. Murdock and Maasberg, Mr. Dudley is the sole director of the Company.

    Although our bylaws and Delaware corporate law permit the continuation of business with a sole director, this situation results in an absence of the typical checks and balances that are present where a board of directors consists of even two individuals. Additionally, although we have in place controls and procedures relating to the operation of the Company, the positions of Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal accounting officer) are held by one individual, again resulting in the absence of checks and balances. Such consolidation of management roles may also subvert certain of our operational controls and procedures....