The Election Manual and the Board Proxy form discussed at the January 23 meeting was discussed some more at the February 23 meeting and adopted with three amendments:
- Mailed proxies must reach the Inspector one week before the Annual Meeting (instead of two weeks as originally proposed).
- It was made clear that Shareholders may design and use their own proxy forms instead of using the Board’s Proxy form.
- The revised Board’s Proxy form has an option for a Shareholder to withhold votes for all candidates but count the Shareholder present for quorum purposes.
President Frank Mezzatesta orally withdrew his previous comments to the effect that some of the deadlines in the Election Manual are just guidelines and said his intention is that proxies would be counted even if late. This was in response to Shareholders’ comments that that kind of “flexibility” could be a basis for challenging the results of an election, and that when there is in independent Inspector of elections the intentions of the president become irrelevant. We should assume the rules will be strictly applied by the Inspector.
Shareholders discussed how to make it easier to gather a quorum and vote. Mezzatesta said he would “write two or three letters to Shareholders urging them to vote. A Shareholder suggested amending the Bylaws to provide for a quorum lower than 50% at the next meeting if there is no quorum at this meeting. Other Shareholders suggested allowing online voting. However, there was no Board action taken that could plausibly result in higher turnout at the next Annual Meeting than we had at the failed June 2022 meeting. It should be noted that Shareholders are generally disappointed when there is no quorum, especially if they show up in person and get sent home with no action, no reports, and no discussion. On the other hand, incumbent Directors stay in place indefinitely until their successors are elected at a Shareholders’ meeting with a quorum. Maybe for Directors a quorum failure is more a feature than a bug.
Mezzatesta said he would “look into” a Shareholder’s comment that the just-adopted Election Manual would infringe rights given to Shareholders in the Bylaws and may bring an amendment about that to the March Board meeting. (The Bylaws allow less than a quorum of Shareholders to vote to adjourn the meeting for up to 45 days and then reconvene to vote, hopefully with a larger turnout. However, as adopted, the Election Manual would not allow that.) He also asked the Board if they wanted to consider at the March meeting an amendment that would reduce below 50% the number of shares necessary to establish a quorum. No Director voiced support for that idea.
In the President’s Report, Mezzatesta said he had approached four firms in the business of running mutual benefit company elections but had so far found none interested in working for Crestview.
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