The management consultant meeting room, David and John were seated and waiting, someone walked in to the room, he had a quick look and his eyesight was rested at John briefly. David noted the message; the one walked in wanted a brief introduction from David to John and David did the introduction. David further explained to John that the consultant was his newly appointed consultant firm and he was assigned by their consultants firm to handle his case against his tussle with Sam.
Noticing the expression and there was lines of uneasiness from the consultant, John was somehow dictated something was amiss but he was unable to visualized what they were. He always trusted his instincts, though it was not an omen and it was not a prediction of the future, something and sometime it was bound to happen and it would be there and it would definitely be there.
The consultant began to brief the situation of David and Sam by drawing a diagram on writing board attached the wall in front of David and John. He drew a diagram of the structure of the board of directors. There are four members of the board, David and his team member plus Sam and his team member. He briefed “The board has four members and Sam has three votes, his own vote, his team member vote and his chairmanship extra one vote” David wanted to stop him and clarify the issue of chairmanship but he was signaled by the consultant until he had his full briefing. David kept silence and listening.
The consultant continued “I have requested from the company secretary and the documents are now with me, one of the director’s resolutions, it is indicated that there are three signatures present to approve the election of board of directors’ chairmanship” David once again, showing his gesture, indicating he was trying to interrupt and post a question. It was once again signaled by the consultant, he was not ready to take any question until he finished his full briefings.
John peeked at David and he was wondering. David was purpled reddish his face but he was in controlled mood. It was not David’s usual temperament; he understood David that he was in purpled reddish face because his team member switched camp and betrayed him. He could controlled himself and maintain calm. It was a bit outstanding. John then, he had a second thought and realized. It was most probably that he had full trust with the consultant. He believed, it was the main reason to have David’s calm reaction
The other directors’ resolution as it was briefed by the consultant. It gave power for the director to conduct the company annual general meeting and it was approved to replace David as the company Director. The consultant faced to David but ignored John and John was somehow having a feeling the consultant was avoiding him and treating him as non-existence. The consultant said “David, Mr. Sam is apparently in control of the board of directors, all those documents are legal instruments and it is not much we could do”
David asked “I am appointed as the company chairman, how could he be appointed as chairman? Don’t you think it is double? The consultant explained “I have run through all those directors’ resolutions and there is no such appointment as being chairman of board of directors. In fact, before Mr. Sam appointed as chair of the board, it was left vacant of the post” However, he confirmed “There is document to appoint you as chairman of the company” David was curious “I am chairman of the company but not chairman of the board?” The consultant smiled and said “David, you are chairman of the company, it could mean, it is only a position of the management or it is chairman of the shareholders meetings. It is quite a contrary to being as chairman of the board”
David looked at John and he nodded to indicate the consultant was right about the legal procedures of the Company Act. David looked exhausted and John believed it was rather a psychologically tiredness. David faced to the consultant and protested again “I am a major shareholder, I hold about 80% of the company shares and Sam only holds about ten % and there is nothing I could do? This is really ridiculers!!” The consultant peeked at John and answered “In a way, David, we are really having not much options in our hands and I do feel weird being in the position as major Shareholders but not much we could do”
John was wondering for being wanted by David to attend such a meeting, he was very confident the way he observed that David had a full trust towards the consultant. Did David want him to accompany David for references? Or it was rather to assist David and the consultant to fight against Sam. It was now very clear; there was no help from the consultant to assist David’s war with Sam. John made a decision that since he was here; it must as well just only to do his best to discharge his duties; after all it was a war between the directors.
John posted two questions to the consultant “Do we have the option to request a extra ordinary shareholders meeting? And being as major shareholder, don’t you think, it is quite easy to take off Sam and his team as directors? Secondly, it is rather unusual, Why David being as major shareholder and he was not notify to attend the annual shareholders meeting”, It was John’s tact of not wanting to have enemy but friend. The first question posted, he believed the consultant would feel embarrassed. The second question, it was to relieve him from embarrassment.
The consultant avoided to answer John directly but answered to David “David, according to the documents with me, there are notices sent to you but you have not responded. The annual general shareholders meeting was conducted in your absence” David protested again “I did not receive any notices!” The consultant “It is weird, they have sent to your home address twice” David “Home address? You mean my hometown?” The consultant “Yes, it was” David “I have told Sam million times, I have to travel all the time and hardly stay put at my hometown more than one week in a year!!” The consultant “I see, it is the problem, it is the last record of your correspondence address”
The consultant added “The part of holding the shareholders extra ordinary meeting. Yes, it is the good option we could proceed, I wonder how on earth, I could miss such an option. David, I will consult my superior and I will call you for a meeting once it is sorted out”
Next Topic: The Old Van - Squabbles of the Board IV
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