Changing Fortunes - Inventing the PC - page 114

(2) The president's powers are broadened in that he
has concurrent authority with the directors in the
delegation of duties to Vice-Presidents, the control
of the General Manager, and fixing the duties and
responsibilities of other officers.
(3) The directors of the company are prohibited from
allotting or issuing any common shares unless the
same are first offered to the then shareholders of the
Company for subscription …
(4) No resolution of the board is to be effective unless it is
set forth in writing and consented to by the signatures
of all of the directors of the Company.
It is to be emphasized that this meeting has been called
by me not in my capacity as the President or a director of
the Company, but in my capacity as a shareholder of the
Company.
In his letter, Kutt did not hide his objectives of creating a power-
ful presidential office and of using his shares to vote himself
into such an office. “At the forthcoming shareholders' meeting
I intend to vote all of my shares to pass the proposed By-law,”
declared Kutt, “and, if the same is passed, to elect myself as
President of the Company. The result will be that I will be able
to carry on the day to day management of the Company.”
Kutt's 18 October letter to the shareholders was more than
just a formal call for a meeting and a detailed description of the
proposed amendment to By-law No. 1. It was a dramatic appeal
to support his rescue package for MCM , which was based on
corporate reforms and transparency, on shareholders gaining
more control over corporate affairs, and, finally, on Kutt's new
plan to raise enough funds to take MCM off the receivership
path and to begin full-scale manufacturing of the MCM /70.
Kutt began his plea for the shareholders' support with his
account of the events at MCM which, in his opinion, had led