Replies to post #318611 on Avid Bioservices Inc (CDMO)

[exwannabe]

It is of course covered in the bylaw'

Link courtesy of Cjdaddy who does a great job of keeping such records.

Section 2 (b)

(1) For nominations for the election to the Board of Directors to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 2(a) of these Bylaws, the stockholder must deliver written notice to the Secretary at the principal executive offices of the Corporation on a timely basis as set forth in Section 2(b)(3) and must update and supplement such written notice on a timely basis as set forth in Section 2(c). Such stockholder’s notice shall set forth: (A) as to each nominee such stockholder proposes to nominate at the meeting: (1) the name, age, business address and residence address of such nominee, (2) the principal occupation or employment of such nominee, (3) the class and number of shares of each class of capital stock of the Corporation which are owned of record and beneficially by such nominee, (4) the date or dates on which such shares were acquired and the investment intent of such acquisition, (5) with respect to each nominee for election or re-election to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 2(e) of these Bylaws, and (6) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the 1934 Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected); and (B) the information required by Section 2(b)(4). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

These are all formal rules about process. The candidate must provide the stated information. The Corporation can require proof of being independent (but that only determines what type of candidate they are).

There is no mention of the Nominating Committee or BOD vetting them.

If any nominee is not acceptable, I doubt the company will recognize that candidate.

This is where you really do not get it.

Shareholders own the company.
..BOD are representatives of the shareholders
....Management are employees of the above.

Management does not decide what the owners want to do.