From: MBillikin3@aol.com
Sent: Monday, March 29, 2004 2:13 PM
To: rule-comments@sec.gov
Cc: Billikin3@cs.com
Subject: S7-19-03

To:  SEC Governor
From:  William and Paula Macy
Subject:  Reform of Director Elections


Over the years, we have owned stock in a great many
companies.  We have always been repulsed and angered
with the process since it is totally reactive and, contrary to
the norm in our society, it does not structurally allow for 
any proactive input.  Moreover, it offers no choice other 
than voting against a director.  

1.  We see the immediate need to offer, at the minimum,
     1 more candidate than the openings available...and 
     if a larger number than 6 seats are open, perhaps a 
     percentage...say 35%.

2.  An open, easily accessible, petition process should 
     also be available to allow corporate owners (stockholders)
     to propose and submit for election, directors of their own
     choice.  

The first item is a no-brainer...incumbents should not have 
total control of the process, nor should management.  The 
second item should allow input from the owners without 
totally destabilizing long-term management goals and 
processes too easily.  On the other hand, some means is
needed to allow disrupting rogue management...ie; Enron,
Tyco, et al.

SEC governance should also be modified to become proactive.
Records are easily available identifying stockholders...of any and
all companies.  The SEC should be actively requesting input 
from stockholders rather than having a hit and miss process 
where stockholders become aware of an issue like this through
the media and advisors.

                                        Sincerely,
                                        William and Paula Macy