Board and Stock

Decameron Enterprises has always been privately held: even in its heyday it never had enough stockholders to force it to go public, and Roger Cameron always preferred to keep it private so that he could steer it as he saw fit.

The original founding Board of Directors was Roger Cameron, Fred Ronit and Helen Derren. That state of affairs continued through most of the company's existence, since there was no particular reason to change it. Roger was the President (running meetings and such), Fred was the Treasurer (keeping an eye on the cashflow), and Helen was the Secretary (maintaining minutes and the register of stock). When Fred went into politics six years ago, he ceded his Board seat. That was originally given to Regan Archie, the company's lead counsel, as a temporary (and somewhat reluctant) caretaker outside Board member. When Greyrock Investments put several million dollars into the company three years ago, that seat was transferred to Brian Truman as their representative.

Decameron's articles of incorporation require all three Board members to be present in order to be a quorum to get things done. On the death or incapacitation of a Board member, they call for an emergency meeting of stockholders as soon as is practical, in order to fill in the vacancy. For such a meeting to be valid, stockholders representing at least 2/3 of the company's stock must be present or proxied, and a simple majority vote of the stockholders is sufficient to elect a new Board member.

The company's C-suite officers (notably, the CEO) serve at the will of the Board -- this is part of why Roger insisted on retaining tight control of the stock.

The company has approximately ten million shares of stock currently issued. Another three million have been authorized for stock option incentives to employees, of which about a million stock options have actually been vested. The older members of the company mostly have actual stock; the newer ones mostly have options, of which a few people have actually bought their options.

(Note for those who don't know this stuff: a stock option isn't stock, it's an offer to let you buy some stock, if and when you want to, at a specific "strike price". Until it is actually purchased, it's just play money, and until vested it isn't even that -- unvested options are just a promise to give you options eventually. To buy stock options, you need to buy them from the Secretary with a certified check.)

All permanent employees of Decameron have at least some options; older ones tend to have some stock. To see exactly how much you have, talk to the Board Secretary, Helen Derren.