From: manley cupstid Jr. [cupstid@bellsouth.net] Sent: Tuesday, February 17, 2004 10:33 AM To: rule-comments@sec.gov Subject: S7-19-03: If a corporation has by-laws: for share owners rights to nominate a person for board of directors. Can a corporation use a committee to deny nomination. I think the board or committee does not have the power to over ride the bylaws. Articles of incorporation and by-laws are superior to any board,or sub committee in power. Is this a fact? So what is the question about proxy that we can not answer for over 70 years. As just a stock holder in corporations at this time I have reviewed some letters addressing this issue of a proxy. I find most complaint about stock holder rights to elect board members were made by board members,is this a conflict. little man running for board. p.s. reason for money missing from corporations was not the stockholder. It can't be because we put the money in.