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Gold/Mining/Energy : International Precious Metals (IPMCF) -- Ignore unavailable to you. Want to Upgrade?

To: Proton who wrote (28092)	11/22/1997 4:37:00 PM
From: John Wetterau	Read Replies (3) \| Respond to of 35569

Psquared, All, thanks for directing me to the by-laws, Peter. They state that shareholders have NO right to ANY info that directors consider "inexpedient to the interests of the company" to allow to become public. So much for trying to get info. Directors can only be replaced by shareholders at the annual meeting or at a special meeting. A special meeting is not valid unless ALL directors are present. So much for trying to get a special meeting; any director can stay home and kill it. Directors are only required to act honestly, in good faith, and in a reasonably prudent manner. No director is liable for the misdeeds of any other director. If a director is found liable for misdeeds and fined, he need only prove that he had reasonable grounds for BELIEVING that his conduct was lawful (I didn't know I was doing anything wrong). So much for trying to pressure management legally. These by-laws have been written to give management a blank check between annual meetings. They can be prosecuted for blatantly illegal actions, but any action, no matter how unethical and dishonest, gets by so long as there is the slightest bit of gray area. Practically speaking, the small shareholder is helpless. Even a coalition of large shareholders, a majority, is helpless until the next AGM. Management can be harassed in public forums; nuisance suits can be brought to bear; they can be ousted next summer. But,if they knew that they were toast, by next summer there wouldn't be anything left to save. No wonder they aren't worried about answering questions. Well, very interesting, a good lesson. In the future I will be more than ever focused on the quality of management (for long term investments, not trading). If you buy into con men or incompetency, there isn't anything you can do. John