Mack I often don't agree with your tone but feel your on message here. BOD do not have to be passive. They were not when we had Mohan Warrior , Dave L and Don Listwin all proven public company sr business execs. 

Outside unbiased proven mgt consultants are helpful when looking at changes at the exec level. Suresh may give it some thought on this. It takes real leadership when you admit you don't have all the answers and look to others to guide you in the right direction.