We haven't discussed bylaws in detail yet, so this is just preliminary, but -
I pretty much agree with what Tim suggested earlier - BOD decisions by majority vote of BOD (whole BOD whether whole BOD or just a quorum attends a meeting, I.E if we have 11 BOD and 9 sit at a meeting, it still takes 6 to pass a measure). Questions can be put to stockholders at stockholder meetings - this is pretty much law and there ownership does take on meaning, but most policy most of the time would be decided BOD.
As I see it anyone holding or representing by proxy x% or more must be seated as BOD if he chooses. Some of the stock is set aside an proxied via non-stockholder-membership by some yet to be determined formula, and while the BOD is below a certain size the BOD gets to nominate and seat new members.
Any BOD not attending a meeting (remember our "meetings" are online) for 3 months regardless of holdings is stricken (if holding/rep more than x%, simply needs to present to Secy to be re "seated"), majority of BOD or stockholders can remove a non-beneficial-owner BOD. If BOD grows above a certain size the BOD is required to displace a BOD who is not a holder (need to keep the BOD size small enough that a quorum on reasonable notice is feasible).
x should probably be about 5%, Max BOD size should probably be 21 (thoretically, though never happen, there could be 20 required seated BOD's at 5%) and BOD should nominate and seat a new member if BOD falls below 7. Or x could be 10% and max of say 12, min 5.
This is just a starting framework for discussion. Other ideas invited.
-- TWZ
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