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Charlie,
I have sent emails to Cal. I do not have a returned response. Hopefully he plans to do it publicly. I do know from talking to him that they are planning to do something. He did not elaborate.
My request to you is to always be polite. Sarcasm just erases credibility.
I do have business experience Charlie, but my education is that of hard knocks and what I have learned from people I work with.
Good luck!,
RJ
Jerry,
I am not Charlie, but I can share some important thoughts.
If by chance FASC does become the growth stock that Management and others believe, present longs will have much to protect and it would be very strange not to have a board representing shareholders not just management.
How-ever...at the present time we are in a transitional moment of
the KDS technology finaly being recognized a important tool in Bio-fuels, waste to energy, fertilizers etc. We also are in a position where Management Salaries for Compensation the way it is structured not only limits ability to finance it also discourages interest by large investors who are not interested in getting dilluted out of existance. If we do not get dilluted we are also
vunerable to a default where we could loose all our equity through assetts as collateral for salaries.
A board of directors that rightly represented the shareholders would structure compensation to not only have a carrot for management with large compensation for successes, but would add a couple other benefits. By keeping the books cleaner with out the threat of default or dillution there would be more competition for shares due to larger interest and PPS would go up considerably. Cleaner books would also put FASC in a better position for a line of credit for Manufacturing as many Machines as they wanted to as the sales came in. It is very common place for Commercial banks to finance projects and recievables.
(been there, done that)
Additional benefit of a board of directors would be Industry professionals in both the financial arena and similiar Industries
having seats on the board. These relationships would open doors.
I believe Cal and Brian to be good people. How-ever, I personaly know as a fact in dealing with small businesses that
FASC could be in a much better position.
FASC desperately needs a board of Directors that respects and recognizes Managements independent needs to run the Company on a day to day basis and yet can set a better foundation for the Companies growth and finance.
Board of Directors and Company Management are two distinctively different rolls in business. With this said, a Board of Directors must be carefully put together. Management should look at the Board of Directors as a support not a threat.
It is possible that Brian and Cal could be worth much more in the financial sense with a conservative % of shares as they do now own rather than owning the whole thing. The difference is growth.
I can own 100% of a Company that is limited or 5% of a Company that is growing leaps and bounds because there is more support and interest in its success by others.
I have friends that would probably purchase $30k to $50K or more each in shares if the company had an independent board and was not looking at the debt for Salaries being a threat to Assets.
They have the money and live off their investments. I am sure many here have similiar friends. They do not just throw their money away.
It is really quite simple.
RJ
PS. I would probably double my investment here if things were structured differently and there was an independent board.
Sarge,
You know you did beg the eventual asking the question!
per your posts!
"buy all you can" "Cisco"
RJ
Sarge,
Have you bought shares this week? are you buying more this week?
RJ
Waite,
I do not think the ship will go down. I just am unsure what dillution we may incur and want assurances it is in Cals interest that we are on board with him. It is this group here that held the PPS up this year, but the 10K kind of spoiled that.
The 10Q may give us more information. I am looking for information on Korea and Malaysia. I also am curious to the MnVap time line.
We need a good time-line to know where we stand on a equity basis.
I would also like to see Cal reach out to us longs and have a discussion on Shares for salary conversion. The growth potential is impressive, but what will our position be.
Shares will probably need to be issued for both Cash flow as well a salary adjustments?
Buying at the present PPS will help in time of dillution vs buying a few pennies ago?
RJ
TR,
You need to click the securities tab. Then find entity details.
Then you will find your way. That is what I did.
RJ
TR,
It is simply the Nevada state government site.
RJ
ps. By the way, are you buying shares now while the PPS is low?
Hi TR,
nvsos.gov is the link.
By the way, I just got off the phone with Cal. I did let him know I had not recieved a reply from my email from him. He acknowleded he did recieve it.
Cal asked for the link and said he would send it on to his US attorney. The Attorney is supposed to do that for him.
Thanks,
RJ
To All who may know better than I?
Please read the following and explain:
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FIRST AMERICAN SCIENTIFIC CORP.
Business Entity Information
Status: Default File Date: 4/12/1995
Type: Domestic Corporation Entity Number: C6055-1995
Qualifying State: NV List of Officers Due: 4/30/2010
Managed By: Expiration Date:
NV Business ID: NV19951073517 Business License Exp:
Registered Agent Information
Name: NEVADA CORPORATE HEADQUARTERS, INC Address 1: 101 CONVENTION CENTER DR SUITE 700
Address 2: City: LAS VEGAS
State: NV Zip Code: 89109
Phone: Fax:
Mailing Address 1: P O BOX 27740 Mailing Address 2:
Mailing City: LAS VEGAS Mailing State: NV
Mailing Zip Code: 89126
Agent Type: Commercial Registered Agent - Corporation
Jurisdiction: NEVADA Status: Active
View all business entities under this registered agent
Financial Information
No Par Share Count: 0 Capital Amount: $ 200,000.00
Par Share Count: 200,000,000.00 Par Share Value: $ 0.001
Officers Include Inactive Officers
Secretary - DAVID GIBSON
Address 1: PO BOX 27740 Address 2:
City: LAS VEGAS State: NV
Zip Code: 89126 Country:
Status: Active Email:
Treasurer - CALVIN KANTONEN
Address 1: PO BOX 27740 Address 2:
City: LAS VEGAS State: NV
Zip Code: 89126 Country:
Status: Active Email:
President - BRIAN NICHOLS
Address 1: PO BOX 27740 Address 2:
City: LAS VEGAS State: NV
Zip Code: 89126 Country:
Status: Active Email:
Note: It is arranged differently on the Nevada Gov. site.
I see the filing as a Nevada Corp in April 12, 1995, New officer list due April 30, 1995.
I also see they are in default as a current status with Officers listed as active.
Anybody know how to read this information appropriately?
? Indefault of what ? Filings? or what?
Note: It looks to me like they have filed every year in April with the exception of 2010. Go to Gov. Nevada and you can find all the filings.
TR,
My Buddies that I run with won't care about being a part of a BOD,
they just had an opinion on FASC when I asked them to look into it. It is not the type of investment they are interested in at this time and I shared their comments. One almost invested but decided not to due to the Officers running the company like its their own and the thoughts that if they wanted to cause to be, it could be.
Thanks for answering on the "0" I figured it was a book keeping thing I just did not know if it had any other relavence.
I talked to Kevin at Auri and he has been doing a lot of work with Kieth. He mentioned the difficulty of shipping Cow "fertilizer" and that the KDS may benefit in that area.
The interest right now is pellots. He is glad to have the KDS finaly online in production at MnVap.
RJ
TR,
You are the accountant, and I would agree, how-ever the 10K stated the "0" out value for Malaysia. I do remember asking you
if that was for book keeping purposes. I also am wondering what other purposes that could be used for when deciding collateral?
The question is revenues "when". Not "if", I do believe they will come big time. On time?????
This has become a concern to me because even without being an accountant I do know what it means to "recognize" and then later if needed to, "excercise" the default. Note: If previously recognized can be more quickly excercised when desired. I don't remember but "Shareholders made aware or something like that" its been a while.
What makes it more concerning is who and what is causing the default and why existing BOD is not making the adjustments to protect Shareholders as its resposibility is. It can do it and
still provide same value compensation if BOD wanted to.
I am dumb enough to have hired Accountants and Attorneys
They fill the void!!!!!
Ignorance breads caution. (some say fear!)
RJ
TR,
They will buy more Machines TR, just not so quickly.
They have been a very determined but patient group.
I do hope that direct sales of FASC increase on time to help us.
We need it. I don't believe residuals will be enough to carry us for some time.
I share here to be shared with, and that its the extent of it.
Keith has told me he does not share anything on the phone that can not be shared.....so I try to talk to the Girls!!!!!!!!!
Shush,
RJ
PS. I was told where the two sales were being delivered to but
cannot remember. Seems one in US and one in Canada.
I Cannot remember the names of the Companys? Oh well, you will know soon.
TR,
If the Malaysia KDS deliveries are on time, that would make 5 not 4. 2 direct sales and 3 thru Malaysia.
RJ
TR,
The two being delivered in October are from FASC HQ. One is their demonstration machine that has been sold the other is a new machine. But I have shared this before.
By the way Brian is trying to decide what kind of Machine he wants to build for the demonstraton replacement.
My pipeline of information from employees other than management may be slightly diminished going forward?!!!!!!!
!!!!
I call MnVap on occasion. TR, are you going to share your recent MnVap conversation details with us. There is nothing there private due to the fact thay can not share it by phone if it can not be repeated. yes, it happens.
One of the reasons I knew the multi sales from HQ and to MnVap was not true. They do plan on buying several Machines but not yet ready. The multisales in Malaysia are just residuals to us from my understanding.
I am trying to decide if it is waste of time to go to MnVap Nov. 4, but I may go anyway?
Anyone willing to take the time to e-mail or send private message to Charlie should.
It appears Nevada Corps are definitely different than Michigan Corporations. You can actually draw up bylaws for a
Nevada Company that eliminates the ability for Shareholders to call a shareholder meeting without 50% unless you are BOD member.
I do not know if this is the case with out a copy of the bylaws. I am thinking that if you own 5% or more of the shares FASC you can request bylaws, financials etc. ??
In Michigan a Corporation by law has to have a annual Shareholders meeting. I have never been on a board outside Michigan. I have only been on a couple here. "definitely not qualified"!!!!
RJ
TR,
I do not have your email.
you will have to send it to me. Both Charlie and Waite
email with me. If you want to send it to one of them.
RJ
To all an update:
Brian says he has asked Cal to return my call. Cal has not done it as of yet. I have not recieved an answer from my emails as of yet.
I am pro management and pro accountability.
...ask my wife, she is the management and I am accountable to her!
RJ
TR,
The way salary is structured, not the value is in question.
...and the lies to me.
I am willing to be done, I was a while ago, but others brought it back up and questions. I will quiet down now.
Others turn, I am only approx. 1% here,
RJ
rodrth,
You as well as several others including Waite and I cautioned TR on the To the moon pumping. Charlie even disagreed with my prediction of sales on the yahoo board. It seems I was right. I did my homework. (calls/questions)
Recognizing the increase in sales % is not the issue. And bashing is not occuring. Corrections and responsiblity is recognizing a possible default and Salaries that were not supposed to be rewarded with pay until Sales could pay for them is what is in question.
I was lied to......that is the issue.
When I talked to Cal and Brian about the Salaries, they said do not worry, they will be paid with future sales. I asked about the debt on books it creates, they said they do not need a loan at this time with Sales that are comming in.....
...now they recognize default....now they are looking for a salary for share swap....which should not be a surprise by reading the 10Q's, but they told me this was not likely to happen. What is written in 10Q's is a matter of legal stuff.
....this is why a BOD is important for FASC to be anything more than a trading stock. My opinion.
I can live with the lies, but I will address the question to everyone here who are for the moment the present owners of FASC,
...What kind of company do you want FASC to be?
I can live with either. I will add it to my list of Trading stocks ..or.. it can continue to be a long.
Just needs to be addressed honestly in everybodies mind.
RJ
Steve,
This one could if allowed to. I do not think it will due to many factors that now wear me out. I guess I dreamed and believed to big.
I would love to be wrong.
RJ
TR,
Yes and No to your thoughts, One is I do not disagree with Brian and Cal being very important to the equation. Compensation should go their way. How-ever it should be appropriate to the affordability of the Company as to keep clean books. If the Salaries are deferred anyway until Cash comes in from Sales as they have repeatedly told me the two items I want to list to you.
1)Why not change 1/2 the salaries value into a future bonus with targets attached. They still get the same value if futures are as they say they are. ....and have not screwed up the books as to
alarm future shareholders.
2)MY largest concern "recognizing default" what is the point?
Both of the above two items are responsible for the share value at present time, yes?
The above is what is effecting shareholders and you can look out for management and at the same time fulfill obligation to Company and Shareholders as a BOD is supposed to do.
Questions: Who is on the BOD right now? Who is setting salaries? Who is benefiting from low PPS? Who is not looking out for shareholder value?
Note: Has debt to Managements Salaries increased beyound their share value?
Question: Can you see a conflict of interest. The most trustworthy of persons would be put in a difficult time with the above equation.
A COMPANY CAN NOT PAY OUT MORE THAN IT HAS. A PERSON IS WORTH ONLY WHAT HE CAN DELIVER.
PAY APPROPRIATE SALARY --- BONUS DELIVERY!!!! IT IS EASY!
...and this is the way legit companies operate.
And yes, I have always been bothered about how they set up their compensation package.
it is the "DEFAULT" !!!!!!!!!
...and yes, we are still friends and yes I would support you along with at least two other shareholders being on the board for good balance.
To answer your question, The former(salary) was to great due to the way it was structured....and the fact it ruins the companys bookkeeping...and is not a set up a legit BOD would do to their own company.
Great Technology, Great engineering, Lousy forsight.
In my debt free Company, .........I NEVER WOULD SALARY MYSELF
ABOVE COMPANY NET INCOME!!!!!!
Non management employees are the only ones that deserve statusof being paid reguardless. Management ONLY gets excess when there is excess!!!
This is what BODS are about.
The only reason I bother with this subject is due to the longs
that have been here ....what...10 years!!!!!
do they not deserve something? consideration?, a remnant after pillage?? What is the BOD supposed to protect shareholders from? loss of value? Company errosion?
I hope sales come Fast and in multiples as you say to save the day. Or is seems there will be and excercise of the DEFAULT and you do not want that.
...or do you?
FASC will make it with or with out present shareholders. Who will own it?
What is preventive maintenance all about?
RJ
PS. If a legit BOD applied appropriate Compensation this would not be a discussion and Brian and Cal would not have one penny less in their pockets.
Thanks hockey,
I agree. I will approach Cal if we have the interest of
enough others here . If only a few then I
am not go press further than I have. I am not educated just
have some experience in small business ...and installing floors!!!
I would like to see by-laws adjusted and we do have that power to expect a minimum of 3 non paid shareholder seats. Not to de-seat Cal and Brian. As the company grows a finance seat and an experienced industry seat could be added.
Just my thoughts, (because I believe we have something here)
RJ
Beischens,
I think being responsible deserves a better description than the word whining. Any of us can be lazy.
I agree with the infusion of new shares as necessary, the concern is how it is done. We need the new shares to bring in operating dollars.
How compensation is delt out is in reality a real concern. It should be done appropriately. Most of the debt is due to the improper compensation. Appropriate Salaries for size of company with performance bonus's would be more appropriate.
Having the existing BOD be voted on is not whining it is responsibility. Having Share holders and industry people makes money not cost. A bad BOD, yes can be expensive. Many Shareholder BOD's work with out compensation. Industry seats usually cost $$$ these can be negotiated.
My thoughts,
I do appreciate yours,
RJ
Reading on Corporations,
This artical says shareholders appoint the Board of Directors
and Corporations must have a board of Directors.
Board members are not allowed to put personal interest ahead of
the corporations interes.
I do not remember voting, do you?
Board of Directors of a Corporation
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Directors' Roles Within a Corporation
Liability Issues for Officers and Directors
The Purpose of Corporate Board Members
A corporation must have a Board of Directors, which is charged with the overall responsibilities for the corporation. The state in which you incorporate will determine how many directors must be on the Board. In many states, this may be only one person if you have only one shareholder. Some states require a minimum of three directors, unless the company has fewer than three shareholders.
The shareholders appoint the Board of Directors, which can, and often will, include some of the shareholders. In small businesses the owner may be the sole director. Sometimes, however, as a corporation grows, it becomes advantageous to bring in an additional director, or directors, to present other opinions and expertise on business matters.
The role of the Board of Directors is to manage the corporation. This will likely include establishing policies which the business will follow, and making major business decisions such as:
Establishing and amending bylaws
Issuing dividends
Approving major contracts or mergers
Making key decisions regarding real estate owned or managed by the corporation
Electing or appointing officers
Most often the Board does not handle the day-to-day activities of the business, but leaves that responsibility to the officers of the corporation. The bylaws in each state set the parameters, which must be followed by the Board of Directors. Generally, this will include:
Board of Director meetings held quarterly or monthly
Recorded minutes from each meeting
Meeting minutes must be accurate and reflect the work done by the Board, which is expected to act responsibly and make decisions that are in the best interest of the corporation. While each state will mandate that an annual board meeting be held, this does not preclude the Board from holding additional, special meetings as deemed necessary.
The first Board of Directors meeting should include:
Approving the corporate bylaws
Establishing procedures, including record-keeping
Deciding on the corporation’s fiscal year
Selecting or appointing the corporate officers
Electing S Corporation status if appropriate
Authorizing the sale of stock
Additionally, a stock certificate should be drawn up in advance as the official corporate certificate at this first meeting. Stock certificates should then be issued.
Board members are required to act in a prudent manner on behalf of the corporation’s best interests. The Board must also act cautiously in managing the affairs of the corporation, and no Board member should put his or her personal interests ahead of those of the corporation. All Board actions should be documented to show that corporate business was conducted responsibly. Even if the Board consists of only one director, all activities should be carefully and accurately documented.
For more information, read Ongoing Actions by the Board of Directors of a Corporation. And see Board Resolutions for kits of corporate forms useful to the daily work of Boards of Directors.
Do you feel served by your board of directors?
This is the question we should ask ourselves. If the answer is yes, the OK status quo, if no, well then?
Thats all for now!
RJ
Hockey,
Some more reading;
GETTING IT RIGHT THE FIRST TIME WITH YOUR FIRST BOARD
By Lana J. Furr and Richard M. Furr, Ph.D.
You've worked hard, sacrificed and succeeded in reaching your initial vision. As you consider what's around the corner for your company, the picture that is starting to make the most sense is the idea of expansion, requiring more capital and the need to broaden ownership. If you formed a board sooner rather than later you could capitalize on directors supporting you in efforts to raise capital and in supplementing your thinking as you grow beyond what you have personally experienced.
You have colleagues who have talked about their experiences with their boards, and you do not want to get into the same ditches they describe. One of your friends talks on and on when you have lunch together about how life was simpler before he had a board demanding answers. Every time he finds a new market or product area to enter, he says the board wants to hold him back.
What do you need to consider in forming your board in a way that gets the benefits you need from it without the nightmares? Keep three points in mind: 1) Be intentional in shaping the role of the board, 2) select your first directors for their competencies, and 3) consider the processes and norms you need to establish about how your board operates.
Be Intentional in Shaping the Role of the Board.
What is your picture of the role of a board? How did your picture take shape? Maybe you serve as a director on the board of another public company, serve on not-for-profit boards or have been a party to conversations about the board in another company. Each of those experiences can implicitly shape your view of a board. Without awareness of how you perceive a board and its role, you can inadvertently recreate your prior experiences with boards in much the same way that many leaders recreate a leadership style based on how they were led by others. Avoid recreating a negative relationship with a board based on your baggage.
Do you see a board as a necessary evil? It may be that from your own nature or personality, you have issues with authority or a high need for control. In that case, you may well want to control the board, and think it is best to keep directors in the position of pawns. We have worked with boards whose biggest challenge was the owner's view that the board was an anchor around her neck, and she had instilled that perception in each member of the management team. She really wanted only a "rubber stamp" board, not one that added to the quality of her decision making. An entire generation of managers grew up in that company believing that a board of directors is a millstone around management's neck.
In fulfilling their fiduciary responsibilities, directors have a legitimate role to play in the following areas:
Examining the future markets, technologies and talents needed in the industry and helping you shape your strategy;
Monitoring organizational results compared to plans, and assuring that financial results are reported with integrity;
Managing risk;
Evaluating executive performance and ensuring that a sound succession process is in place and that your "back-up" is ready in case you get hit by the bus tonight (you don't really think you are still going to running the company when you are 80 do you?);
Setting the policy about how to operate as a board or governing body of the organization and developing itself as a board; and
Providing advocacy for the organization as appropriate to the stage of the organization's maturity.
These responsibilities are not defined in order to "get in the way of management." They are what shareholders expect of directors by way of exercising their duty of loyalty and duty of care.
Select Directors Based on the Competencies Needed for the Strategy.
It all makes perfect sense at the time. You have been doing business in a community for several years, so you select directors who have been highly regarded in the community, family members who have put money into the business since you can trust them, providers of services to your business (because they will understand your business) and friends who have succeeded in running their own businesses. You also believe that these folks are local, so they understand market conditions and have more of a stake in local businesses succeeding.
A few years after forming a board in this fashion, it is common for the CEO to complain that the business has outgrown the board; and with every proposed initiative, he has to "hit the ball and drag the board". Board members have become comfortable with the organization's success and are afraid to take the risks often associated with changes in an industry and a rapid change curve. Besides, why take action when "it ain't broke"?
Another consequence to basing board member selection on relationships is that the organization ends up with directors who are not actually independent.one of the most important criteria for directors to possess in the current business climate. A director who is providing services to the organization for a fee is not independent, nor is a family member. Or, there is a need to evolve the board's membership, and it has become too personal and directors believe they should have a seat on the board until they retire. Both of these situations are painful to remedy once they are in motion.
The board should be comprised of directors who possess the competencies needed to govern the organization given its vision and strategy. Some of those competencies are needed by all the directors at the table (for example, the ability to speak up and say what needs to be said or to diplomatically challenge each others' thinking) and some competencies are needed at the table by one or two directors (for example, international business experience or experience with mergers and acquisitions). Asking a person to become a board member should be construed as recruiting a professional, not offering a personal gesture of friendship.
Processes and Norms for Board Operations.
The norms about how boards operate develop quickly and the roots grow deeply. For instance, if we expect meetings to consist of simply going over reports generated by management, we can develop a habit of always looking at the past and not discussing the future or strategy of the organization. Boards need to be deliberate in deciding their practices about how they operate. Several areas deserve thoughtful consideration:
Meetings - How often the board meets, how the agenda is constructed, how much time is allocated to reviewing the past versus discussing the future are all significant decisions affecting the success of the board's work.
Information - How much information do directors need, whether it is strategic or tactical in nature, who provides it (management or outside sources), by when and in what form affect the quality of decision making and the confidence directors feel in making high stakes decisions.
Decision-making climate - What is the tone of decision making.is it formal with little discussion or lively debate?
Tenure - What is the expectation about service? Do directors expect to be re-elected automatically at the end of a three-year term and to remain on the board until retirement? Or do they know the membership evolves to some extent in support of strategy?
Performance accountability - Is there an established process for dealing with performance issues? Are they swept under the table and never confronted? Or is there a director review process that enables the board to hold people accountable for performance?
Board development - What processes does the board use to evaluate itself, to set goals and measure their attainment and to seek further education? Is there any board development?
Entrepreneurs who know they will need a board may not have any experience with the critical success factors needed for a successful governing body, but given the consequences; it is well worth the time to do some homework before selecting the first board. It is so much easier to do it right the first time than to live with an ineffective board or to go through the trauma of having to repair a dysfunctional board.
The good news for most boards is that they have attorneys and accountants that help them comply with the regulatory requirements that accompany their particular status. You need the assurance that you are not jeopardizing your fiduciary responsibility through noncompliance.
But is compliance enough?
Too many boards now monitor the details of compliance almost to the exclusion of paying attention to the future of the organization. So while they are dealing with tactical issues, the following problems occur:
the strategic role of the board is ignored (for example, ensuring a sound a sound strategic plan, succession process and crisis management planning),
there is too little time to do the proactive work the board needs to do,
good directors leave the board,
the board ignores addressing its own issues such as non-performing directors,
shareholder unrest develops and grows,
it is hard to recruit new directors, or
questions about the organization’s performance or the CEO’s performance linger.
The bad news is that most boards still operate the way they always did except for changes made to meet financial and regulatory requirements. Talk with any board expert, from Jay Lorsch to Ram Charan, and they will tell you that the real performance differences needed in boardrooms occurs in the social systems or how the board members work together.
Boards need to pay more attention to several issues:
Ensuring that directors have the competencies needed given the organization’s strategy;
Defining the board’s role in a strategic and complete way;
Measuring or evaluating how well the board is performing its role;
Raising the bar on director expectations;
Recreating how meeting time is invested;
Revitalizing the format of information directors receive;
Changing boardroom norms to better incorporate the value-add that directors bring to the table; and finally
Dealing with “the lump under the carpet”…the performance issues and barriers that everyone walks around but doesn’t talk about openly.
Furr Resources deals with the issues that heighten the board’s performance quotient. If you are ready for more than just compliance, Furr Resources can support your board and its leadership in taking appropriate actions to strengthen the performance and return on investment in the board.
The best boards have been assessing their performance against best practices for years. Only since the passage of Sarbanes-Oxley has it become required or commonplace for boards.
But how effective is your process for assessment? Maybe your attorney furnished a form for you or you found one you think would work in a reference book, association guide or an article.
Furr Resources has state of the art customized instruments, refined as a result of years of experience, and helpful and provocative reports for helping boards assess the following:
Board and Committee Performance
Defining Board and Director Competencies
Individual Director Self Assessments and Peer-to-Peer Assessments
Board Assessment of CEO and Executive Performance
Furr consultants also conduct the one-to-one feedback discussions with directors when boards have completed peer- to- peer evaluations.
What kind of improvement do you see in your board’s practices as a result of your assessment? After the process, do you have a clear picture of what needs to be done differently? Do you set goals and follow through to make changes that enhance the board’s effectiveness?
Furr Resources can make a real difference in how your board operates. Clients testify about the results they achieve as a result of having Furrs’ consultants facilitate their board retreats. The Furrs have expert facilitation skills to support the board in exploring and resolving issues such as:
What should be our strategic intent? How do we create a compelling vision? How can we differentiate ourselves in the market? What will it take to close the gap between our current state and our vision?
How can the board become a strategic asset for the organization?
How can the board and management better manage the boundary between their roles?
Should we change the size of our board?
Do we need to change the composition of our board? How do we stimulate turnover in a way that shows value to long-standing directors?
How do we handle directors who cannot turn loose of an issue even after we have voted?
What are the competencies we need to support the organization’s strategy?
How can our meeting and information-sharing processes be improved?
How do we best structure a new board?
How do we get the commitment of the board to relocate corporate headquarters?
Another level of development occurs when boards wish to set developmental goals for themselves at their retreats. The goal setting typically results from using the assessments to define the gaps between the board’s practices and the practices of “best boards”. Furr can support your board in this type of goal setting by providing alternatives from the practices of “best boards” and how other similar boards have handled the transition from one approach to more of a best practice. Then specific goals for the board are set, and accountabilities and time frames are defined, during the board retreat.
Furr Resources supports boards with facilitating processes during which the board defines the competencies they need to plan to recruit to support the corporate strategy.
The consultants at Furr can support your board by writing governance policy that captures and conveys your corporate culture and intent as well as complying with Sarbanes-Oxley. Your policy will reflect you, not a boilerplate. Talk with us about the special process used that engages all directors in dialogue that results in increased overall director effectiveness.
Furrs’ consultants can facilitate a strategic planning process that will enable your organization to move confidently knowing you have assessed the market thoroughly and chosen a highly differentiated path forward. You will not be a “me too” player in your industry. Your board and management will not only understand the strategy, but will also be committed and aligned with each other in support of the plan.
Finally, Furr can consult with you on issues specific to your board, ranging from how to select and launch a new board to re-forming the board effectively following a merger or acquisition.
Furr Resources invites you to read the Testimonials from CEOs and Chairman about our board work. Or, read some of our articles posted on this site, and ask yourself if you see some the signs and symptoms discussed in the articles in your boardroom. Then, CALL US. We will take the time to discuss the needs, questions or issues you see and also how easy and painless it can be to address those concerns.
There is all sorts of stuff on the internet.
RJ
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Hi Hockeydoc,
To answer your question.
If there is interest in protecting ourselves long, then we need to assemble a Shareholder list, Get ourselves educated and let Cal know our interests, it is our company. I am wondering why we have never recieved proxies. I receive proxies to vote on with other companies I own shares in.
I guess I need to get myself educated. The boards I have been on
already existed.
If there is no interest, I will just trade in lieu of holding long.
Personally I would hope for a management friendly board with some minor adjustments to protect shareholders equity long term. It also would be nice to have some industry and finance experts on the board escpecially if Sales increase as TR predicts.
For Some Reading the following as caution;
(I know this is not necessarily for Public Companies but,)
How to start a board of directors
Posted in Leadership by Seth Barnes on 3/17/2009
This is a follow-up to the blog about boards from a few days ago.
I've seen a lot of bad boards in my day. I was fortunate to be seared by the experience of seeing several rogue boards make a mess of their oversight responsibilities. I say "fortunate" because I vowed that I'd never make those mistakes. Probably the greatest failure was in starting the boards too quickly and without adequately training them concerning their responsibilities. Here are my brief thoughts on how to start and empower boards followed by a few sources of board failure.
Initiating New Boards
Only invite people you trust to the board. Candidates need to have proven themselves trustworthy over time. You need to have had some experience with them.
The networking process necessary for a new board takes two years of concerted effort.
A rushed board recruitment process results in diluting vision and poor stewardship of resources. The devil says "hurry," God operates by giving a sense of peace.
Boards should be assembled by the chief stakeholders (see my blog Thursday on that) who have experience in the art of assembling a board. If you don't have experience, get counsel from others.
Staff or board members interested in having input in assembling a board should first seek training. In case of a time crunch: set up boards where members have a one year tenure. Positions should be offered using stakeholder analysis. Established trust relationships are essential to preserve integrity of vision and stewardship of staff and assets.
Board Responsibilities
Stewardship of vision: Annual evaluation and re-focusing
Stewardship of financial resources: Establish and evaluate budgets & fiscal policy
Administrator accountability: Quarterly report, annual evaluation
Giving: Either time or money (both would be nice)
Exercising influence: Mobilize resources by using influence in own networks
PR: Acting as a communication link to own community
Sources of Board Failure
When decisions are not bathed in prayer.
When a board recruitment process has been rushed.
When stakeholder analysis has not been thorough. Or is not embraced.
When board members are unclear as to their fiduciary responsibility.
When trust doesn't exist between individual board members or administrative staff.
When the board becomes involved in administration rather than vision.
RJ
To all,
The dryer demonstration Nov. 4 is including the KDS by MnVap. Here is the information.
9:00 - Welcome
9:05 - Introduction: AURI Dryer Technology Initiative
9:15 - Marion Mixers
10:00 - Energy Unlimited
10:45 - MNVAP - KDS
11:30 - ILP Discussion
12:15-1:00 - Lunch
1:15 - Drying Demonstrations
2:00 - Adjourn
To RSVP or for more information contact the
Waseca AURI Office at (507) 835-8990 or
Kevin Hennessy at 651-492-2298
The Minnesota Alfalfa producers in Priam, Minnesota, have
installed a Micronex KDS (Kinetic Disintegration System) as part
of their processing line. A description of the technology can
be found on the First American Scientific Corporation’s website
(http://www.fasc.net):
The KDS Micronex™ grinder-dryer employs intense kinetic energy
to simultaneously pulverize and dewater a wide variety of
virgin and recovered materials into fine dry powders. The innovative vertical shaft impact mild design
incorporates high rotational speed and high velocity airflows to achieve superior grinding and drying
results without requiring supplemental heat. The energy used for drying can be as low as one-third the
energy used by a drum dryer. An internal classifier in the unit controls the output particle size within
the range between 100-2000 microns. (Finer particle sizing can be achieved when processing minerals)
The production rate ranges between 1-4 tons per hour depending on the material characteristics and
moisture removal required. While many conventional grinding or milling systems require dried feed
material, the KDS Micronex™ can process materials containing up to 70% moisture and can reduce it
to less than 5% moisture. For some applications, supplemental drying with a flash dryer (heated
pneumatic conveyor) can enhance drying efficiency.
I am trying to work my schedule to be there.
RJ
Charlie,
I am of the belief that an independent BOD is OK or a mixed board. A shareholders meeting voting a independent board would be wonderful after some growth. I do think a Board composed of shareholders and some independents at first would be good due to the cost of independents. Some boards have a seat for the President of the Company also.
A Board of Directors with seats by certain company entities can open a lot of doors. Finance, Trade etc.
FASC is being run similiar to a Sole Proprietorship. Only if it was a sole Proprietorship salaries would be much different!!! You could not do what they are doing with them.
RJ
PS. I was on the board of a Company that salaries ran the company into the Ground. They did 7 -9 mil annually. Never went bankrupt, we just closed it down while we had cash flow. No-one was willing to take a paycut and the losses were annual. Could have been saved easily and employees still make decent money.
"Salaried to death" eroded dollars because of "self worth"
Shareholders loose again.
TR,
At one time in a post you stated you would be interested. What changed your mind?
RJ
hockeydoc,
Either way, more sales or not.(escpecially if there are more sales) A independent BOD is needed to represent shareholders.
Many reasons. The default issue caused by self-imposed larger salaries than the company has income is just a recent one. Silly to ignore it if you are a long. Traders don't care.
RJ
Waite,
Thank you,
and I agree, I think TR would be less threatening to Brian and Cal that most possible directors. He also should understand numbers and finance as is needed.
I am sure TR does not want to be dumped on, but I would certainly support him. It is important to have clarity. I am not opposed to risk but do believe in controling what I can. A board would help do this.
RJ
Hockey doc,
I do not believe it would take a 50% +1 to form a board. But the shareholders have the right to elect a board. Presently Cal and Brian do not have 50% + 1 either, but if dillution is allowed you may never see the opportunity for one.
Has anyone here ever seen a proxy for FASC or voted for anything as a shareholder?
..as far as a default being excercised and debt from salaries the company is not large enough to afford you may as well say good bye.
Yes growth in Sales is the answer. But was it not I that cautioned TR on is projections. They were more agresive than what was obvious. Even though it looks like 2011 and 2012 will be good years the question is will they be good enough to out pace large salaries and soon enough to avoid dillution?
Yes, it is easier to just sit back and hope.
I would rather do the Math.
If people do not want a board that is Ok. Just do not complain about your investment or the management.
RJ
Hi TR,
Yes that is the number, and it has been a long while since I have talked to Keith, but I have talked to employees cautiously. I try to make my calls short and casual as to not wear out my welcome.
My understanding TR, is that they can proceed only as fast as permiting, testing etc. will allow them. They have great plans but things seem to take longer than would be expected.
2011 and 2012 are going to be great for FASC, but I hope we do well enough on time for us shareholders to not be diluted into obscurity?
When on a vacation/road trip and we approach a wayside rest area I always tell the kids "its time for preventative maintenance"!
....TR, is it time yet?
RJ
TR,
The days range is now higher than the present ask @ .016!
That is dumping.
I guess nobody wants to be on the Board!
RJ
TR,
The Ask is now at .0165, this has happened rather quickly since the 10K. I doubt that it is entirely reflective of our conversation here. I am believing that the many shareholders who do not frequent this board has their own concerns. At the rapid and current drop of PPS in such a short period I am assuming that there is quite a bit more to go? How much, I am not sure? We will know when the drop becomes more gradual.
Nobody is answering the phones today at FASC. I did get a email back from Tanisha. Not yet from Cal. I wonder if they got overloaded with calls from various shareholders.
Lets pray that the 10Q comming up is helpful and we get a shareholder statement of Cals intentions.
RJ
PS. Ask back up to .0185 just during this post! Good
Sarge,
My Email to Cal,
I think you could have done it better.
Hi Cal,
It is pleasing to see that we are getting wide acceptance around the world
for the KDS Machine. I have done some FASC marketing here in Michigan myself and understand that Brian sent a Michigan lead to Pac West to follow up on. This is very exciting.
I am sending this email to address a concern I have with an item in the 10-K report. Brian on a few occasions and you once yourself told me that the
deferred salaries were going to be paid by future sales and that it was your intentions to become successful with the current long held shareholders. In the 10K it states that the Company (you managers) are recognizing the "default" in wages paid. It also mentions possible collateral for wages.
Neither of these reflect or agree with answers from direct questions that have been asked of you and Brian. I hope you can explain what your intentions are.
I would greatly appreciate it. I have been investing on a regular basis realizing that we all need patience. With the high Salaries for the size of the Company
would it not have been more benefitial to Yourselves, the Shareholders and the Company to have had more appropriate Salaries with Bonus for Sales performance? This would have looked better in the Books and given security to the shareholders who also work very hard for the investment they have made and plan on making in this Company.
I do have support for you and Brian. I am very impressed with what is going on other than dillution to loyal and long term shareholders who also are counting on the success of FASC. For the most part we are not Traders and Gamblers here. But we are people who were impressed with you, Brian and the Technology and want some assurances for our loyalty that you and Brian will be patient in your rewards along with us and keep us shareholders in top Priority as Directors of Companies are responsible to do.
I wonder if there are ways to do a stock offering for funds in lieu of just adding more shares? It has been suggested among the folks I converse with.
Possibly a Shareholders rights offering. Then if contracts for wages could be changed to a smaller Salary that could be paid and performance Bonus's. Long term you folks would make a lot more money with out Zapping the equity from current shareholders that have rode this out with you. Many of us doing email campains ourselves.
Scincerely,
Rodney J. Conlon
Shareholder 2,089,000 shares long.
TR,
It is my understanding that the MnVap purchases are long term goals.(they wish to be sooner) Nothing in volume in the short period as a Shareholders need.
Yes, There are great things coming, but will they be in time to fend off a "excercise of default" we have already been "acknowledged".
Lets watch as you like to say the next couple of 10Q's!
RJ
TR,
I am going to drop it as as a subject as well as not buying more shares unless I see some interest here in a formal and appropriate board?
with respect,
RJ
TR,
You do not have to, it is a matter of simple math.
does not matter if it is intentional.
You are beginning to make me wonder?
It is as Netman has stated in my opinion.
RJ
TR,
I do not think that they are intentionally keeping the price down, they are just not working to improve the PPS. It is to their advantage now to have it down reguardless.
By the way, How many shares do we need between us to call a meeting? TR, would you help us?
Note: Not to remove Cal and Brian, we need them. We do need our input on the future of the Company due to the fact that we own it.
How many are in and willing to meet? "Peacefully"
Ill throw my over 2 mil shares in for a vote. I know there are people with a lot more than that here.
If the Company is going to grow as you and I think it is, it will
and is appropriate for a Board of Directors anyway. Lets go.
RJ
Net-man,
Absolutely. You are stating just what I feel. I want sales to pay for salaries thus appropriate Salaries plus Bonus or PPS at a higher level for a salary for shares conversion.
Absolutely, we need a board seperate from Management.
We have the opportunity. They have the leverage because of salary contracts they gave to themselves. Sounds like Congress.
If we produce a board I will continue with an interest here. If we do not either have huge sales immediately to pay the salaries we are in trouble!
This is about the default clause.
RJ
PS. I am believing we have enough shares among us to call a board meeting and challenge the Default due to the fact they set the salaries and they would be causing the default effecting share structure. Are we ambitious enough? If not and things go the wrong way it will be sell out time. Let them have it.