I just find this intriguing and want to share - not anything that anybody doesn't already know:
Section 5.(B)(6)(b) of the Amended and Restated Charter of W2007 Grace Acquisition I, Inc., Voting Rights (with respect to either preferred class of stock), states:
"If and whenever distributions on any shares of Series B Preferred Stock or class of Parity Stock shall be in arrears for six or more quarterly periods (whether or not consecutive), the numbers of directors then constituting the Board of Directors shall be increased by two and the holders of such shares of Series B Preferred Stock...will be entitled to vote for the election of the two additional directors of the Corporation at any annual meeting of stockholders or at a special meeting of the holders of the Series B Preferred Stock and of the Voting Preferred Stock called for that purpose. The Corporation must call such special meeting upon the request of any holder of record of shares of Series B Preferred Stock..."
Why doesn't a holder of record request a special meeting to elect two board members? Per the Charter, the Corporation must oblige otherwise they are in breach of contract. There is no excuse, they simply must oblige per the letter of the governing document. After the last meeting was called and a quorum was found not to be present, they simply have not met their contractual duty (unless no holder of record has requested a special meeting).
