To the Winners and Losers of the AGM -- You know who you are.
To anyone familiar with staging any kind of protest or having a protest staged against
you, today's AGM meeting would have been familiar territory. As a seasoned
observer of the ability of the organized to defeat the un-organized in a setting where
the organized write the rules of order, I know the outcome is a foregone conclusion:
the barely organized little guys don't stand a chance.
The "main event" of the business meeting today was a one round attempt to stage
a proxy struggle (it never made it to real "fight" status) by Fred's Feverish Fans
against the un-yielding visage of Stonewall Sid shielding himself with a cool
confidence in the 18-22 million shares under management control from a barrage
of sometimes articulate and sometimes in-articulate invective and accusations of
total management incompetence persistently voiced by attending minority
stockholders.
(This attitude was not helped by the fact that meeting preparations did not include
such obvious amenities as a microphone so that low talkers and mumblers could
clearly be heard all over the room.) [Some consideration should be given to the fact
that management must have known for sometime the likely outcome of the meeting
and therefore did not consider the nicety of actually being heard by everyone to be
all that important.]
The bretheren of the bar were the kabuki masters of everything "official" giving
management a clear advantage as procedural objections were immediately
adjudicated and all appeals for re-consideration rejected. Although the protesters
sought legal advice as well it was of little use as the agenda was herded through a
procedural maze designed and refereed by a more than sufficient representation
of competent legal and accounting professionals in the persons of Walker &
Company and Montreal Trust Company. In spite of all the competent professionals
it is an absolute certainty that there are many unhappy shareholders that believe
management finessed a great number of votes.
The meeting started when Sid Kemp called the meeting to order at 10:10 this
morning. Mr. Kemp allowed such latitude that for most of the time it was conducted
as an open forum when anyone desiring to speak would just speak up and be
automatically recognized. Under some circumstances this can lead to chaos and
an out of control meeting and, indeed, for an hour and twenty-five minutes, to all
appearances, the meeting was out of order. But that was OK since the outcome was
a given even before the meeting started. This fact dawned slowly on the protesters
and after a while slowly sunk in. The meeting moved quickly to a merciful conclusion
shortly thereafter.
The meeting was adjourned for lunch at 1:15 and re-convened at 2:45. Mr. Kemp
allowed random venting before he brought the gavel down and ended the meeting
at 3:35. The new board of directors is:
Jimmy John, Chairman of the Board
Mark Summers
Stanley Combs
Dr. Paul Del Giudice
Ian Gordon
Sidney Kemp
This board will be allowed to appoint two additional members anytime during the
next year. John Goth and Allan Sarroff both stood down from consideration for
personal reasons.
There was a lengthy exchange after adjournment where numerous questions were
answered by management and technical staff. The bottom line is that we have no
real "facts" to represent because of the inconsistent nature of assay results. The
"complex" nature of our ore continues to stymie us. And with the exception of the
new board members status quo maintains; the situation is the same after the meeting
as it was before. Fred Arkoosh is interim COO, Sidney Kemp is interim president
and Jimmy John is Chairman of the Board. It was a long way to go to get back where
we started, almost.
The new board then convened their own meeting in executive session where I
presume they made a few decisions that someday we'll hear about. The selection
of Jimmy John is one of those decisions and I don't believe I am breaking
confidences by breaking this news on the thread. I have campaigned on Jimmy's
behalf, to the chagrin of some who post on this thread, and am quite content at this
outcome.
I do not in any way mean to diminish the persons I have identified here as "protestors."
I use that term for illustrative purposes only as I am one of those who protested that
my votes were shrewdly finessed away from my ability to control them. It was pointed
out that I committed a small procedural error on my proxy form and when I asked Mr.
Kemp to exercise his discretionary control and allow me to represent my proxy I
was summarily refused and having been down this road before I promptly took my
seat and kept my mouth shut. There were others, however, who had a hard time
keeping their seats occupied and voices silent.
There is one very unsettling issue that is of utmost seriousness. Fred Arkoosh made
sure that he reached a consensus from the attendant legal professionals that it only
takes 5% of the shareholders to compel management to call a special shareholders
meeting at company expense. There is no doubt that today's opposition has the
votes to force this costly issue. This would be the meeting where a full blown proxy
fight certainly would take place. In order to win such a fight each side must devote a
great deal of attention to securing proxies inevitably draining the resources of the
company both monetary and human. It is a disaster in the making and the options
for avoiding such a fate are very limited. I am reporting that I heard both sides
opining that it would be close, but they think they could muster the votes.
This does not omen well.
The forces of conciliation are at work, however, and I hope to count myself among
them. Greg John impressed everyone today with his desire to seek common ground
before it becomes necessary for anyone to undertake a long and protracted, and
perhaps even righteously justified, attempt to wrest control from those the opposition
believes to be grossly incompetent.
It was no picnic but it was no "brawl" as our #1 favorite thread agitator hinted. The
bad news traveled fast as Larry Macklin was phoning Mark Silvers on his teensy
weensy telephone and other stockholders were phoning home as well. The price
dips today reflected the dips at the meeting. I had the opportunity to plug in my
borrowed think-pad and post directly to the thread from the meeting but decided I'd
write this summary later in the evening after I had a chance to mull things over for a
while.
As for myself I had a wonderful time meeting and greeting all those "names" I've
been hearing and even using. I tried to introduce myself to everyone and I'm sorry
to say that my aging neurons easily slip gears these days so I will refrain from listing
names so as not to offend by omitting. Many of those that I met today expressed their
SI "lurker" status and I would like to extend an invitation to all you who are hesitant,
"Join up and post." I've opened up a discussion here on the Naxos thread about the
meeting you attended and you who were there can get your two-bits worth in right
here. If you've been waiting for something to contribute then now is your chance.
Thank you for taking the time to read this report. Feel free to query or comment.
Jerard P |
