Did Bain have annual meetings?

[chieftain]

Most companies are required to. It is sop at those meetings for the Sole Shareholder to elect the Board and officers. Are we to believe that no such meetings took place from 1999 to 2002 or that Mitt did not act in his capacity as the sole shareholder to select officers and directors? How about asking Bain to make copies of the minutes of their annual meetings available to the public?

[monmouth]

1. Also, "Minutes" are an intregal part of Shareholder meetings. Let's see the Minutes....n/t

[chieftain]

3. Thanks. I am going to amend the post to add minutes.

[BumRushDaShow]

2. They may already have that info

and are sitting on it... just waiting.

[HopeHoops]

4. I WANT TO SEE THE LONG FORM!

[Ruby the Liberal]

5. Only if they are publically traded.

[aint_no_life_nowhere]

6. The shredders have been on overdrive, I think

the way Mitt sanitized all his records while he was Governor of Massachusetts. We need to see the corporate stock transfer ledger, the minutes of all annual meetings of the board and the shareholders, as well as minutes of all special meetings. I'd like to see copies of all inter-company memos, especially those from around 1999. Romney was paying the salaries of the people who were offshoring jobs and he chose the people who could act for the corporation in his absence. I can't believe a present owner would give them a blank check to do what they wanted with Mitt's company.

I don't know about the corporations code of Massachusetts, but in California a corporation must file an annual Statement Of Information listing their principal officers including the CEO. In Massachusetts there's something called an annual report which might be the same thing. In the copy below dated 2001, Romney is named as the CEO.

http://i2.cdn.turner.com/cnn/2012/images/07/12/document.pdf

[Live and Learn]

7. Probably busy retroacting those minutes. nt

[Igel]

8. They probably had regular meetings.

But shareholders aren't active managers, nor are they employees. They're shareholders. The point you're making isn't all that relevant, unless we decide to construe words in ways that makes their use in context seem forced, and which contracts what a number of people said they meant both at the time they said it and now.

The sole director would have elected the board, all things being equal. Voting or appointing the directors on the board also isn't active management or being an employee. I vote my mother's shares--doesn't mean I give orders. Even if I owned 55% or 100% of a company, it's bad practice for shareholders, who know little, to throw their weight around. Bad practices happen but aren't the rule. In principle, the directors on the board of directors also aren't, simply by being on the board of directors, active managers. They'd have approved policies and high level contracts, but they would also give the active managers discretion to do their jobs. You probably don't like being micromanaged at work--why would you wish it for others? In any event, that's a common tussle between the board and the upper management.

But the sole director was president was CEO. It makes speaking as shareholder, director, and CEO difficult to separate out. I suspect that the other officers of the company were also officers on the board, unless the board was a board of one. The point to be pursued is whether Romney was an active manager in Bain itself. That's what he said he wasn't, and that's what has to be proven. So far the SEC filings don't say it--the SEC filings aren't the same as directives to Bain personnel, but merely attestation of legal facts. Nobody's come up with any documentation or evidence that Romney was actively managing Bain. Again, being a shareholder isn't "actively managing," unless Romney uses his position as sole director = president = CEO to give management decisions that a CEO would give but speaking as director.

Good luck with that.

Otherwise I'd really like to have a gander at the Bain charter and bylaws in 1999. I have this hunch that the sole director was, by stipulation, also the president and CEO. In other words, he could only resign by giving up his shares.