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already been amended once on 16 July, paving the way for the
board of directors to relieve Kutt from his principal managerial
responsibilities. It is not surprising, therefore, that Kutt's pro-
posed amendment to the by-law would be a major shift of cor-
porate power from the board to shareholders and the president:
all of
MCM
's officers, including the president, were to be elected
yearly by the shareholders of the corporation at a general meet-
ing and would not be appointed or elected in any other manner.
The president had to be a board member and no board decision
or action was to be effective unless all the directors consented
to it in writing. This would give the president veto power, and
the presidential corporate powers, as specified by Kutt in the
amended by-law, were vast:
The president shall, when present, preside at all meetings
of the shareholders and of the board and shall be charged
with the general supervision of the business and affairs
of the corporation. Except when a general manager or
a managing director has been elected or appointed, the
president shall also have the powers and be charged with
the duties of that office.
On 24 September, Kutt and Sandra Pannell requested that a
meeting of the board of directors be called to consider and pass
the amendment in question. In addition, they requested that the
board call a general meeting of
MCM
's shareholders to elect the
company's officers in accordance with the amended By-law No.
1 and to consider removing Wallace from the board of directors
and replacing him with Laraya. That was a full frontal attack
on the guarantors. Because of Kutt and Pannell's majority share
holding position, their request to hold a meeting had to be
granted by the board in accordance with the Canada Business
Corporation Act.
