From: Gunderson, Mike [mike.gunderson@bankofamerica.com]
Sent: Tuesday, October 28, 2003 10:35 AM
To: rule-comments@sec.gov
Subject: (s7-19-03) [Docket No: 34-48626, IC-26206; 3235-AI93];[FR Doc:
03-26351];[Pa ge 60783-60826]; Securities and investment companies:
Security holder dir ector nominations

File No. S7-19-03
It is clear to everyone that those shareholders that are considered
"insiders," as a group, control the nomination and election of corporate
board members.  As a result, these board members are beholding to those
insiders.  Until this changes there will be no realization of board
independence.

The solution is clear to me and should be to all who wish to resolve this
issue of board independence.  There should be a regulation that prohibits
the voting of insider shares in the election of publicly traded corporate
boards.  Any other measure is half-hearted and doomed to failure.

Michael Gunderson, CPA