A bylaw amendment would be required to take such action.

At each session, shareholders were asked to approve a cluster of bylaw amendments that raise questions about where the Fidelity family is heading.

On Thursday, a court-appointed referee found that a bylaw amendment proposed by Bank of New York during a recent proxy fight had passed.

That would allow a hostile bidder to dismantle the staggered board through a bylaw amendment and put its offer to shareholders in a single proxy contest.

And once they become members, they should monitor any bylaw amendments and act quickly if the change is unfavorable.

However, assuming it was a bylaw amendment voted by the Board, was it in the next notice of meeting of shareholders for the election of directors?

"I didn't introduce the bylaw amendment for the purpose of defeating Division 1," Mr. Marsh said.

Now, shareholders are upping the ante, trying to force change through bylaw amendments.

It also confirms a second vote, on a bylaw amendment that allows holders of 10 percent of Irving's stock to call special meetings.

This transition is a result of bylaw amendments that passed at a vote of the Parish on September 18, 2011.