The following is #5 on the White circular:



5. To consider and, if deemed advisable, to pass a special resolution approving amendments to the Company’s Articles to remove the staggered board provisions and replace such provisions with conventional board provisions whereby each director will, upon election, serve a one year term



So at the AGM, this was voted on, but even before then, it looks like the management team took it upon themselves to put the resolution in place:



The Company’s Board currently has five members. The term of office expires this year for two members, Lori L. McClenahan and Donald Bastien. Further, as required by the Exchange and as discussed above, the Company has received resignations from Tina Whyte and Paul McDonald,
two of the three incumbent members of the Board whose terms do not expire. The Company has requested, but has not yet received, the resignation of Murry Braucht, the third incumbent member of the Board whose term does not expire. St. Elias has nominated Ms. McClenahan, Ms. Whyte, Mr. McDonald, Mr. Bastien and Robert Krause for election as directors at the Meeting.



Unless I am missing something, and I hope someone can help me on this one, how did Robert Krause's name get put on the proxy? Murry Braucht was elected by the shareholders, his term was not yet up, and until the day of the AGM, did not hand in his resignation. So essentially, we were asked to vote for a sixth board member. It would be interesting to know what would have happened if Murry had not resigned.



Of course there was no explanation from management, although I’m sure I know her reasons for wanting him off the board.



It looks to me as if SLI decided to implement this ruling early, not only to throw a kink in the dissidents but also to get Murry ousted. Then turn around and say we have to vote on it at the AGM. Of course it passed, as it was a closed meeting and consisted mainly of current management.



On a final note, if this was a requirement of the TSX, why would it have to be voted on at the AGM. To me, a requirement means mandatory, there is no vote needed.

IMO