If we now are setting up to comply with these new regs by the TSX, it looks as though Lori and her proposed slate of directors may have to resign if this policy is provisioned into our articles of incorporation, and they recieve a majority of "with hold" votes? I have been busy as of late on other matters, and havent dug deep into this, but there may look like another route to eliminate the current BOD if needed?

Also, I don,t it a good practice by any company to have the CEO as a director also. And also, any cheque signing from the company I believe involves two signatures, if Lori was one allowed to sign cheques, does this not take away 50% of the independent process designed to keep things in check? Also, the other signature on the cheques would be accountable and responsible as well? I am thinking about who authorized the expenses for the high amount of travel?

(A majority-voting policy for the election of directors generally takes the form of a policy adopted by the Board of Directors of the company. Under a majority-voting policy, Board nominees are elected on an individual basis, rather than as a slate. Shareholders vote on their proxy forms, as prescribed by corporate law, either "for" each Board nominee, or "withhold" their vote. However, under a majority-voting policy, "withheld" votes are considered to be "against" votes. Typically, a majority-voting policy provides that a director who receives more "withheld" votes than "for" votes must tender his/her resignation, even though the director has been duly elected under corporate law. The resignation generally will be accepted by Board of Directors, unless there are exceptional circumstances. In other words, a majority-voting policy is designed to ensure that only those directors who receive more "for" votes than "withheld" votes remain on the Board. In contrast, under the plurality-voting system of corporate law, a director or slate of directors is elected even if only one vote is cast "for" the director or slate, regardless of the number of "withheld" votes. As a result, under the plurality-voting system, virtually every nominee director or slate is elected.

The new TSX rules will require each company listed on the TSX to: (i) elect directors individually, and not as a slate; (ii) hold annual elections for all directors, which means that TSX-listed companies cannot have Boards with "staggered" terms of more than one year; (iii) disclose annually in its proxy circular whether it has adopted a majority-voting policy for the election of directors and, if it has not done so, explain its practice for electing directors and why it has not adopted a majority-voting policy; and (iv) after a shareholders' meeting, promptly issue a news release providing detailed disclosure of the voting results for the election of its directors. Further, if the listed company has not adopted a majority-voting policy, it must advise the TSX (by e-mail) if one of its directors received more "withheld" votes than "for" votes.)

Just some thoughts and IMO,

http://www.mondaq.com/canada/x/205968/Directors+Officers/TSX+Adopts+Comply+Or+Explain+MajorityVoting+Rules+For+The+Election+Of+Directors+For+Now