Incitec Pivot Ltd T.IPL

RE:RE:RE:RE:RE:RE:RE:RE:RE:Lost Divy

[Oldfart74]

alkhor wrote: Seems the new Board of Directors is a breach of the Alberta Businness Corporatons Act, which reads:

106(4) If the articles so provide, the directors may, between annual general meetings, appoint one or more additional directors of the corporation to serve until the next annual general meeting, but the number of additional directors shall not at any time exceed 1/3 of the number of directors who held office at the expiration of the last annual meeting of the corporation.

Since Brookfield had 4 out of seven directors appointedm they have exceeded the 1/3 number. Any and all decisions made by the current board should be mad null and void and two of the new directors dismissed.

Clearly you don't understand the process of changing directors when a change of control occurs. Here is the process: A director resigns and the remaining board members appoint a new director. Then another director resigns and the remaining directors appoint a new director. This step by step process continues until, in most cases, entire board has been replaced.  Since 1980, I've served on the Boards on both sides - as a board member of an acquirer and as a board member of the company acquired. In every instance, this was the process.  Even in hostile takeovers, the directors of the the company acquired recognize that the battle is over and they cooperate in this process to effect the change.