From: Richard D. Foley [rerailer@earthlink.net]
Sent: Friday, June 13, 2003 11:06 AM
To: rule-comments@sec.gov
Subject: Re: S7-10-03
Re: S7-10-03 Possible Changes to Proxy Rules
Date:  June 13, 2003

From:    Richard D. Foley
6040 N. Camino Arturo
Tucson, AZ 85718
Rerailer@earthlink.net
www.ourunion.org
www.votepal.com

To: Mr. Jonathan G. Katz, Secretary 
U.S. Securities and Exchange Commission 
450 Fifth Street, N.W. 
Washington, DC 20549 

VIA EMAIL rule-comments@sec.gov 

Dear Mr. Katz: 

Attached in a Microsoft Word file format are the properly formatted body of my 
comments.  Pasted below are the same comments, but they may be reformatted by 
the process of email.

S7-10-03

"Shoot the Dog"
By Richard D. Foley  2003

Comments for the SEC
On its 2003 Review of the proxy system and corporate governance

The United States of America is in the gravest danger since 1776.  The enemy we 
face is not some ragged collection of suicide terrorists with only the power to 
wound.  Rather, this enemy possesses the power to destroy our nation.  It is the 
enemy democracy has always faced.  It is the runaway collective greed of individuals 
able to willfully suspend their disbelief in the cumulative effect of their 
collective wrongdoing.  The assault is on the trustworthiness of our economic, 
judicial and governmental systems.  Without a shared perception and belief of 
trust and fairness, these systems and all their components deflate in value.

Our most powerful weapons have always been our rule of law, fair markets, fidelity 
to the principles of honesty, and country before self.  President Dwight Eisenhower 
warned us of the consequences we would face as a nation if we traded principle for 
profit.

Now, at the beginning of the 21st century we are reaping the bitter fruits of an 
infected harvest.  Slowly, we exchanged our duty as citizens to participate in the 
maintenance of law and ethical behavior.  We exchanged our duty and freedoms for 
a bowl of false promises of superior leadership, superior expertise and superior 
social and economic security.

We now have a country where the greatest thieves in the history of mankind stand 
beyond the reach of justice.  The treasure of millions of families; trillions of 
dollars of hard earned savings have disappeared into the private coffers of brigands.  
The guardians of accuracy have become corrupt and ensnared in an expanding cesspool 
of financial wrongdoing.  Our guardians of the law have distorted and twisted its 
power against the best hopes of the nation.  We face a Gordian Knot of statutes, 
jurisdictions, precedents and responsibility so multi layered as to deny any true 
justice.

We know that duty has been betrayed.  We know evidence has been destroyed.  
Prosecution has become ineffective.  If the law does hold them responsible, the 
consequence is postponed, diluted or reduced.  In the place of justice, there is 
settlement and meaningless fines to ultimately be siphoned from the taxpayers 
pocket.  This dog of corporate accountability, proxy and corporate governance 
system is infectious, contaminated and rotten to the bone.  We dont need to 
reform it.  We dont need to study it for another six decades.  It is time to 
shoot the dog.

We need an entirely new system.  Eliminate all the paper.  Remove all the 
intermediaries.  Put everything on the Internet.  And, I do mean everything!  Put 
all the accounting and books of corporations on the Internet.  Update the accounting 
no less than once a week.  Put all voting, election and participation in corporate 
governance on the Internet.  Excommunicate the very word "proxy" from the English 
language.

Any party who wants a paper copy of any document will have to print it from the 
companys Internet web site for themselves.

Make shareholder participation in voting mandatory.  If a shareholder cant take 
the time or make the effort to vote their shares on the company shareholders web 
site, then their stock will be sold, their money returned, and they should be 
prohibited from owning voting stock of any kind.  

All directors should be elected annually.  Make cumulative voting mandatory.  Assure 
secret balloting.  Allow as many candidates for election as there are shareholders 
willing to complete the nominating process.  The corporation should bear the costs 
of producing and running the web site.  The individual candidate should pay for 
campaign costs.  For each dollar they would spend, they must contribute a dollar to 
the campaign costs of their opponents.  These same rules will apply for incumbent 
candidates or candidates nominated by an incumbent board.  

The names and all contact information of shareholder proposalists, nominators, and 
nominees to appear on the company web site.  The right of shareholders to call 
special meetings should be required in all companies.  Simple majority voting should 
be the rule, no super majority requirements should ever be allowed.  Poison pills 
and any other such barriers to accountability should be outlawed.  There should not 
be any stock with less than full rights of ownership.  No barrier should ever be 
allowed which prohibit or inhibit shareholders from the full exercise of their 
ownership rights.

Drown the mangy cat of preemption of free speech practiced in the name of the false 
god Disclosure.  If the company fails to disclose everything, even the full details 
of any settlement they may make, then that company is to be executed.  In other words, 
the companys right to exist is revoked; its assets sold, all its employees fired, 
and all its former officers prohibited from ever again holding any managerial position 
in any company.  Either, all employees, all customers and all investors row at the 
same cadence, in the same direction, or the boat is to be sunk with the loss of all 
hands and passengers.

It is time for the Federal government to stop pussy footing around with mountains of 
cutie-pie worded rules and regulations.  It is time to remove from the states any 
vestige of corporate governance law.  It is time for a single, simple, open, honest 
system that is obeyed and honored nation wide. 

We must begin to look at the big picture of what the malevolent malefactors of 
malfeasance and their handmaidens of enablers have done to our economic ship of 
state.  It is time for a new hull.  It is time to lay a new, straight keel.  Do it 
soon, or we may not have the chance to do it at all.

Will we exist in a corpocracy?  Or will we live in a democracy with corporate 
accountability?  Is this country to be ruled by the law or is it to be a jungle 
of competition where only the powerful eat and all others be but meat?

Richard D. Foley
6040 N. Camino Arturo
Tucson, AZ 85718
Rerailer@earthlink.net
www.ourunion.org
www.votepal.com

Richard Foley was a co-founder and Chairman of the American Employees Stock 
Ownership Association, a Chapter Chair for Southern Arizona for the United 
Shareholders Association, expert witness before the House Committee on 
Telecommunication and Finance, recognized as the first shareholder to ever win 
a proxy contest in the history of Corporate America (May 1988), the first employee 
shareholder to conduct a contested election to the board of directors of a major 
American corporation, co-founder and Chairman The Ownership Union and most recently 
May 2003 a opposition candidate for contested election at Alaska Air Group, Inc.