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Message: So where does all of this leave us?

So where does all of this leave us?

posted on Jan 30, 2010 06:37PM

Thanks to Brian for sharing information about what really took place when a shareholder proposal was presented to the SEC and BoD.

In my opinion the immediate concern should be to find out from an expert if there is a way to to make certain that a proposal from the shareholders stands a real chance of getting on the proxy. If we can bring about term limits (retroactively would be great) then this should serve the purpose of eliminating board members that the majority of shareholders would like to see gone, even if we fail to change voting to a majority vote. Does this make sense? comments welcome as usual

Milestone referenced Delaware law, but what about California law? The business operates in CA so is there a possibility that there are laws in place in CA which would give access to shareholders to make such changes? If the SEC remains neutral then perhaps CA law has a way to circumvent Delaware law. Again, I have no knowledge of this, I am just throwing out ideas ....so help a girl out.

Regarding costs involved to retain experts to assist shareholders in these matters, I have no idea. Again, Milestone used a figure of $250K. I suppose it is anyone's guess at this point in time as to what an accurate figure would be. I can't imagine that we don't have a few accountants and attorneys on this board who might be able to give us some sense of the cost involved.

How to pay for such services should be fair to all shareholders. I'll let someone else come up with ideas on how to fund such actions.

It is very frustrating for all of us but I am reminded of a cartoon I once saw in Madd Magazine (dating myself here lol)..

The title was the negligent mother and the picture was of two women separated by a backyard fence. Both were obviously engaged in a conversation with each other, cocktails in hand and behind one mother was her child floating face down in the swimming pool. I compare the mothers to our BoD while the child is PTSC.

Have they been negligent in protecting our company from one bad mistake after another....you decide. I mean no personal attack on any individual board member. Again, they may be nice people....the kind you'd want to have a cocktail with, but you may not want them watching your kids.

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