SulphCo, Inc. (AMEX:SUF) Chairman and CEO Dr. Rudolph Gunnerman was dismissed from the company's board today after a misunderstanding that stemmed from questionable amendments he requested be made to the company's bylaws. These proposed changes would have restricted the board's ability to act on shareholders' behalf while further entrenching management. Dr. Gunnerman currently holds approximately 39% of the company's stock and revealed his proposals in a Schedule 13D filing with the SEC.

According to the filing:

"On January 12, 2007, Dr. Gunnerman delivered to the Company a written consent purporting to be executed by the holders of a majority of the Company’s outstanding shares of Common Stock (the Written Consent), which was signed by, among others, the Reporting Persons ... The Bylaw Amendments include, among others, (a) the requirement that an Annual Meeting of the stockholders be held on the first Tuesday in April at 850 Spice Islands Drive, Sparks, Nevada; (b) modifications to the procedures for stockholder nominations of directors to serve on the Company’s Board of Directors; (c) the fixing of the number of Board members at six; (d) the elimination of "cause" as a requirement for the removal of directors; (e) the inability of the Board to remove any officer of the Company until the first annual Board meeting to be held following the next annual meeting of stockholders following January 11, 2007; (f) the inability of the Board of Directors to issue, prior to the next annual meeting of stockholders (i) any shares of capital stock of the Company entitled to more than one vote per share, and (ii) in the aggregate, in excess of 10% of the outstanding shares of capital stock of the Company; and (g) that the Amended and Restated Bylaws may be amended only by stockholders holding a majority of the Company’s voting stock.

Subsequent to their delivery of the Written Consent, the Reporting Persons became aware of a miscalculation in the number of shares of Common Stock held by the persons that had executed the Written Consent, including the Reporting Persons. The miscalculation resulted from the reliance by the Reporting Persons on information included in a Share Holder Report issued by the Company’s transfer agent with respect to the number of shares of Common Stock held by the Company’s stockholders. The Share Holder Report purported to be current, but was in fact outdated. Based on the correct number of shares of Common Stock actually held by the stockholders executing the Written Consent, including the Reporting Persons, the Written Consent was not executed by the holders of a majority of the outstanding shares of Common Stock.

Prior to the date hereof, in accordance with the federal securities laws, the Reporting Persons have contacted a limited number of stockholders of the Company believed by the Reporting Persons to hold, together with the Reporting Persons, a majority of the outstanding shares of Common Stock. The Reporting Persons are continuing their efforts to obtain the consent of the stockholders previously contacted by them, but no other stockholders, to the Bylaw Amendments. If the Reporting Persons are not successful in these efforts, the Reporting Persons will continue to explore their legal options as stockholders of the Company, and may as stockholders of the Company call a special meeting of the Company’s stockholders to consider amendments to the Company’s Amended and Restated Bylaws similar to the Bylaw Amendments.

The Reporting Persons may in addition (whether or not the Bylaw Amendments are adopted) propose their own slate of nominees for election at the Company’s next annual meeting of stockholders."

Shortly after this Schedule 13D was released this morning, the company's board of directors dismissed Dr. Gunnerman from his post as Chairman and CEO of the company. While he will continue to serve as a director of the company, Larry Ryan has been named the new Chief Executive Officer and Robert H. C. van Maasdijk has been appointed chairman of the board. These actions may prompt him to explore other legal options or even propose his own slate of nominees to the company's board of directors. Shares of SUF are trading even on the day; however, if Gunnerman is successful in instituting the changes, the stock could see some downside.

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