Been refraining from participating here in the dearth of actual news from PTSC. I hope all had a wonderful Christmas, and that the New Year is healthy and prosperous for all of us.

However, your post struck a chord with me. Your post is almost laughable in it's message. Now it's posters and shareholders who are responsible for having created the situation that PTSC is in. It almost sounds as if it was written by an agent of the BOD trying to float a trial balloon to soften the blow of pending action (not an accusation towards you, but simply an observation).

I suppose in your mind, and others' here, the performance of the company will never be the direct responsiblity of the BOD and/or management. Rather than what you suggest as the impetus for decisions and actions taken, I'd suggest the alterntative, that shareholders' acquiescence and unwillingness to organize and challenge this BOD is what has allowed what has happened, and will continue to allow what is happening. Many have forewarned the major changes are in the works for over six months, and it seems unlikely that they aren't, based on the current set of circumstances.

What seems clear is that the BOD isn't looking after you and I the shareholders, but as you suggest, maximizing their personal return. While understandable in a capitalist society, that is actually not their charge as BOD members. Rather, in response to your question about what I would do, or perhaps what these BOD members should be doing and should have been doing over the last three to four years, I'd suggest the following. From my point of view, this is simply what has been advocated by most people here, "bashers" and "pumpers" alike. Unfortunately, most if it has been the exception rather than the rule from this BOD, at least as displayed in measureable and observable results.

Perhaps what is most glaringly absent in context that much of the BOD remains intact over the last decade is item no. 10. I'm hopeful, this time, they may be realizing their limiations, and taking positive action for us and for the company. Yet, it remains to be seen if they are doing anything of the like, or anything at all:

Overview of Roles and Responsibilities of Corporate Board of Directors

Written by Carter McNamara, MBA, PhD, Authenticity Consulting, LLC. Copyright 1997-2008.
Adapted from the Field Guide to Developing and Operating Your Nonprofit Board of Directors.

There are a variety of views about the roles and responsibilities of a board of directors and most of these views share common themes. This document attempts to portray those themes by depicting various views. Simply put, a board of directors is a group of people legally charged with the responsibility to govern a corporation. In a for-profit corporation, the board of directors is responsible to the stockholders -- a more progressive perspective is that the board is responsible to the stakeholders, that is, to everyone who is interested and/or can be effected by the corporation. In a nonprofit corporation, the board reports to stakeholders, particularly the local communities which the nonprofit serves.

Major Duties of Board of Directors

Brenda Hanlon, in In Boards We Trust, suggests the following duties (as slightly modified by Carter McNamara to be "nonprofit/for-profit neutral").

1. Provide continuity for the organization by setting up a corporation or legal existence, and to represent the organization's point of view through interpretation of its products and services, and advocacy for them

2. Select and appoint a chief executive to whom responsibility for the administration of the organization is delegated, including:

- to review and evaluate his/her performance regularly on the basis of a specific job description, including executive relations with the board, leadership in the organization, in program planning and implementation, and in management of the organization and its personnel

- to offer administrative guidance and determine whether to retain or dismiss the executive

3. Govern the organization by broad policies and objectives, formulated and agreed upon by the chief executive and employees, including to assign priorities and ensure the organization's capacity to carry out programs by continually reviewing its work

4. Acquire sufficient resources for the organization's operations and to finance the products and services adequately

5. Account to the public for the products and services of the organization and expenditures of its funds, including:

- to provide for fiscal accountability, approve the budget, and formulate policies related to contracts from public or private resources

- to accept responsibility for all conditions and policies attached to new, innovative, or experimental programs.

Major Responsibilities of Board of Directors

BoardSource, in their booklet "Ten Basic Responsibilities of Nonprofit Boards", itemize the following 10 responsibilities for nonprofit boards. (However, these responsibilities are also arelevant to for-profit boards.)

1. Determine the Organization's Mission and Purpose

2. Select the Executive

3. Support the Executive and Review His or Her Performance

4. Ensure Effective Organizational Planning

5. Ensure Adequate Resources

6. Manage Resources Effectively

7. Determine and Monitor the Organization's Programs and Services

8. Enhance the Organization's Public Image

9. Serve as a Court of Appeal

10. Assess Its Own Performance

For more information about each of these responsibilities in nonprofits, see
Effective Boards