I now understand Butch (WSC?) was offering Mrs. Fox $100 a
share! If this is so, it demonstrates how previous boards handled
shareholders interests. But that must have been all my
fault?
Early this year your WSC board of directors passed a
motion authorizing a buyback program and budgeted $4000 for this effort.
The stockholder list was distributed to the board. My assumption was that
each board member would contact nonmember stockholders they might know and try
to purchase stock for the buyback program.
We found out in October that Cameron had indeed been busy
contacting nonmember stockholders and had purchased 28 shares on his own
account. I think this was an act of bad faith with his boards stated
policy. This gives Cameron the ability to effectively name the
WSC board of directors. This gives Cameron effective control of WSC.
But that must have been all my fault?
It appears to me that Cameron's actions have the full
support of Butch Blanchard. My sense is that the other 4 board members are
not too happy with this self dealing stock grab but have not yet found an
effective means of expressing their positions. You know what I
think. I have not yet taken this issue to the full
membership.
This is not a vindictive effort.
I simply want our board of directors to follow stated
board policy and act in the best interests of WSC members and
stockholders. I want the acts of board members when it concerns WSC to be
publicly aired and if it stinks I want it to be smelled. I am at fault
here :-)
And I would encourage those of you who have an opinion on
this to state it and help form a consensus. If this is not a concern, say
so. If it is a concern, speak out. So far I'm getting
good support.
...Gil
----- Original Message -----
Sent: Friday, November 22, 2002 5:54
PM
Subject: RE: STOCK PURCHASE
Gil Vick's shares are
illegal; The board made an offer and had an acceptance prior to the
interference by Gil.
He must do the same as
we might require Cameron. We should let
this go for the good of the Club.
I do not want
a part of this vindictive
effort. We do not have
the finds to do the below.
It is all Gil's
fault.
In accordance with Article IX Section 4 of WSC Bylaws any stock holder
wishing to sell WSC shares SHALL give right of first refusal of a bona fide
offer to purchase to Waccamaw Sailing Club, Inc.
This did not happen with the 28 shares that were recently purchased by
Cameron, therefore the shares in question MUST not be transfered
without the shares being offered for purchase to WSC. The board must,
therefore, ask that Cameron sell all 28 shares to WSC. If Cameron
refuses to sell the shares to the club the transfer agent MUST not transfer
the shares. The WSC board of directors does not have the right to make
a bylaw change ( this would require 1/3 the stockholders present to meet the
quorum requirement ). Therefore, any vote at the last board meeting to
transfer the shares to Cameron would have been illegal.
Mike Butts
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