You ask:

"Please explain to me how an entire BOD can be replaced and who would you want to be sitting in the chairs?"

A merger or a buy out would/could easily remove this board!!! One member or several or all could be replaced by who ever would become the major stake holder.

I believe this board has managed to craft the by-laws to fend off unwanted mergers and take overs. However, what if the merger or take over is wanted? What if the deal offered sweet heart deals to the current BOD? With a stroke of a pen they are replaced!

There are other ways of course.

IMO, in a merger/sale deal the people sitting in the chairs would be a decission of the entity with the most money/shares who would want them there.

Just my thoughts, I'm open to other ideas. I wish the board was.