Shareholder Bypasses SEC, Sends U.S. Economic Security Proposal Directly to Bank of America CEO for Action

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Harrington Investments, Inc. called on Bank of America's board of directors to create a board committee on U.S. economic security, following an SEC ruling disallowing shareholders the right to vote on this issue. The committee would make stewardship of the U.S. economy part of the bank board's fiduciary duty and was filed in response to the $45 billion bailout dished out by taxpayers to save the ailing institution.

These people have immense power to affect people's lives and must be held accountable.

Harrington Investments, Inc. (HII), a socially responsible investment advisory firm, called directly upon Bank of America's board of directors to create a board committee on U.S. economic security. The committee would make stewardship of the U.S. economy part of the bank board's fiduciary duty.

The proposed board committee was originally presented as a shareholder resolution, but the SEC allowed Bank of America to escape a shareholder vote on the issue based solely on a letter from bank lawyers alleging 'possible' conflicts with Delaware state law. Harrington's lawyer provided strong counterarguments to the SEC, but to no avail.

In response to SEC actions, HII has sent a letter to CEO Ken Lewis requesting that the board of directors formally adopt a revised resolution (attached) that satisfies the legal obstacles put forth by Bank of America's legal team.

"The Securities and Exchange Committee (SEC) recently ruled that Bank of America could exclude my resolution from the shareholder ballot on a legal technicality," said John Harrington, President and CEO of HII. "I am now calling on Bank of America to create a board committee on their own, since it owes a debt of gratitude and enormous responsibility to the American taxpayer since receiving $45 billion in a public funds bailout."

Harrington noted that Bank of America had already spent $7 billion of bailout taxpayer funds to complete their purchase of almost 20% of the China Construction Bank. He also indicated that U.S. economic security was stressed by President Obama's Director of National Intelligence, retired Navy admiral Dennis Blair, who recently testified before the U.S. Senate Intelligence Committee saying that national security was threatened by economic instability.

The proposal is an attempt to open up directors to potential liability if they make business decisions that directly hurt the national economy and are contrary to the suggestions of the new economic security committee.

"Given the economic devastation brought on by decisions to trade in risky securities at our largest financial institutions, it seems prudent to hold executives responsible for their actions," added Harrington. "These people have immense power to affect people's lives and must be held accountable."

Resolution To Create A Board Committee On U.S. Economic Security

Amend the corporate bylaws by inserting the following new section (or enact a resolution containing the following):

Board Committee on U.S. Economic Security. There is established a Board Committee on U.S. Economic Security to provide a governance mechanism to review how our Company's policies affect U.S. economic security. The Committee shall issue reports to the Board and the shareholders on the impacts of bank policy on U.S. Economic Security. For purposes of this bylaw, "U.S. Economic Security" impacted by bank policy shall include 1) the long term health of the economy of the U.S., 2) the economic well-being of U.S. citizens, as reflected in indicators such as levels of employment, wages, consumer installment debt and home ownership, 3) levels of domestic and foreign control, and holdings of securities and debt, of companies incorporated or headquartered in the U.S. and 4) the extent to which our company holds securities of foreign companies or has employees or representatives holding positions on the boards of directors of foreign companies. The Board of Directors shall appoint the members of the Board Committee on U.S. Economic Security.

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Forrest Hill
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