The board announced last week that this year’s annual meeting ballot will include a referendum on whether director Geordan Goldstein should be removed.

We reached out to Micah Arbisser, a shareholder who is an attorney and who offered some insight into the legality of this move on SPComm.  Micah shared a few points, noting that these comments are for informational and discussion purposes only and do not constitute legal advice:

• Under New York State law, the board has the right to propose actions to the shareholders so long as notice requirements are met, and the shareholders of a corporation have the right to remove directors for “cause.”
• Under our by-laws, the vote of a majority of those participating in the applicable meeting is required for the shareholders to take an action.  For example, if 800 shareholders participate in the election, 401 “yes” votes will be required for the removal to be effective.  Abstaining from the removal referendum vote is the same as voting “no.”