Board of directors on notice It says in this form that the BOD is usually insulated from personal liability, unless they are found to be in breach of their fiduciary responsibility to shareholders. I would think that an RCP # 2 financing, when they have told us they have 30 interested parties in Urocidin, would be considered a breach of their fiduciary duty.
I can't imagine any board member would want to be a part of that process. We might see a pretty hasty exit if that were to happen. Call the meeting. It is what shareholders want!!
This is long but interesting read. It is from British Columbia, but probably pretty pertinent.
https://www.bcimc.com/publications/pdf/ResponsibleInvesting/CorporateGovernancePrinciplesProxyVotingGuidelines.pdf