From: olson@lafn.org
Sent: Monday, December 02, 2002 2:46 PM
To: rule-comments@sec.gov
Subject: File 4-461

Fund for Stockowners Rights

National Headquarters
P.O. Box 65563
Washington, DC 20035
703-241-3700

West Coast Office
P.O. Box 6102
Woodland Hills, California 91365
818-223-8080

Dear Sirs:

This letter supports the petition file 4-461 for the purpose of including all 
nominees for director in the proxy statement and proxy form.

Under the current system, there are no real elections for director in which 
the stockowners can choose among candidates.  Instead, in most cases, it 
is the nominating committee of the board that has the power to nominate 
candidates whose names are included in the proxy statements and proxy 
form.  Such elections are the same as one-party elections in the political 
arena.

The concept of directors as "representing" the stockowners rings 
completely hollow.  They represent the nominating committee.  In fact, 
neither the nominating committee, nor the directors, nor the nominated 
candidates are generally required to be a stockowner.  How can one say 
that someone who does not even have to be part of a group is able 
effectively or conscientiously to represent that group?

Much of corporate scandals, waste, and abuse arise because the interests 
of stockowners cannot effectively be exercised by stockowners through 
election of directors.  There is no choice for improvement.  There is nothing 
to choose from--except more of the same.

The proxy statement and proxy form belong to the stockowners as a whole, 
and not just to the board.  They are supposed to be for the benefit of all 
stockowners.  It is a definite benefit for stockowners to be able to consider 
all candidates together at the same time.  The vast number of stockowners 
in most corporations makes this principle even more important.

One consideration that might be considered as to which candidates would 
be included is a minimum of demonstrated support for the candidates that 
are nominated by stockowners.  In this regard, there is a parallel with voting 
in nonprofit mutual benefit corporations.  California Corporation Code 
section 7521 allows nominations for director which have received petitions 
from 1/20th of 1 (one) percent of the members of the mutual benefit 
corporation.

Finally, the current rule 14(8)(a) ban on stockowner proposals on subjects 
relating in any way to elections of directors is an absurdity.  Elections of 
directors is a core concern of stockowners.  They have every right and 
necessity to propose improvements.

Sincerely,

Carl Olson
Chairman