For the moment let's just forget any assumptions of wrong doing (whatever that means to each shareholder) by any board members. Let's just say that the majority of shareholders do not like the current by-laws and the power that has obviously been given to three out of five board members.

Suppose the shareholder's want to nominate their own board member for the next election. I'm sure you would agree that the nominating committe would find some way to thwart that effort. Since there are no term limits, all of the board members could stay forever (heaven forbid).

Perhaps consulting an attorney (SEC) would result in direction for shareholders to bring about changing the by-laws and ultimately ousting those board members that the majority of shareholders want to see gone.

For me, the purpose in consulting the attorney is not to uncover wrong doing but rather to find a legal way for shareholders to take back some control over who is running this company.