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Message: Re: BOD Suggestion / jefother/ Bunch of MMQ TR/ BILL
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Aug 30, 2009 07:21AM
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Aug 30, 2009 11:43AM

Re: BOD Suggestion / jefother/ Bunch of MMQ TR/ BILL

posted on Aug 30, 2009 03:54PM

You said:...

"Again, if a huge settlement and a bunch of filings happen by November and PPS is impacted positively, then great. If not, it would be my thinking that some more aggressive action be considered and we should have those options thought out in advance."...

AGREED...

Fot those who seem concerned about the legalities of the matter, here is a start...

http://thomas.loc.gov/cgi-bin/query/z?c111:S.1074.IS:

The long and the short of is that the shareholders have specific rights relating to proting their interests under the 1934 Securities and EWxchange Act as modified by further legislation like the one above...

The specific question to be reaerched by the good researchers here is, shareholder rights to be heard by the BOARD and their rights to demand change in either the course of the Board's conduct, or the composition of it...

Moreover, my recollection of the RULES relating to "power" of the shareholders to elect Boards of publicly held corporations is that such "Power" is absulute, and generally it provides that the BOARD shall be elected for given terms specified by a "MAJORITY" of the votes of the shareholders of record...

It is only in how this "power" is exercised by the shareholders that allows corporate managment to remain "Oblivious" to the wishes of the shareholders as to lack of tranparency or anything else...

That is why EDIG is incorporated in Delaware, along with the bulck of other corporate enteties. Because Delaware Law permits election of the BOARD members by a plurality of the shareholders "present" at a given shareholder meeting....

Thus, if EDIG had 100 shares oustanding, and SAMSUNG ooffered $12 dollars a share to buy it. They set a meeting for rejecting such offer, and The Polis The Falk and the Board members, who collectively had only 5 shares showed up at the meeting, and some one made a Motion to reject that offer, despite the fact that all of US who owned 55 shares opposed rejection, they can vote the rejection and the offer is rejected.

Lastly, my recollection is that the ACT and Rules made about shareholder rights and duties, provide for specific numbers when certain rights and duties arise...

For example,

1) At the threshold of owning 5% of the outstanding shares, one must file with the SEC a report stating he has that many shares. (DABOSS get cracking and file)...Lol...Lol...

2) When you own 9-10% of shares you can DEMAND a meeting with the Board to discussdevelopments, progress or lack thereof with the Board...

3) When you own 13% of the shares, you have a right to DEMAND a SEAT on the BOARD...

The issue discussed here are not "Overthrowing the current Board" and reeking havoc with the company just when they show a breath of life and prospect of revival...

The issue is to be aware of our rights and be prepared to exercise them if need be...

FINALLY:...

EVERYTHING you say and do has legal implications and complications. There is NO proposal here to REVOLT against the corporation. The object is to have a voice in decisions that will directly affect the value of our 10 year investment in this company...

So, here is what to do...

The research Beavers here, (and we have few of those), should get cracking at digging all they can about the relevant and current sections of the Law governing the foregoing RIGHTS and DUTIES of the shareholders...

Once that information is made public here for all to read, then there can be the kind of follow through a "Filtering Center" like DISCHINO suggests...

This is all in terms of beeing "Prepared" for contingencies, as we know they shall arise withing the next few months...

Good Luck to all...

Gil...

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Sep 05, 2009 11:34AM
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