I doubt very much that the NEA board really "voted" to recommend the $2.10 offer...
It is more likely that the company's in house council, in consultation with the lawyers advising the insurance company that provides NEA directors insurance agreed that it would be the best idea for the board to endorse the offer, and that is not the sort of advice that a sane company director ignores.
NEA independent directors aren't paid that much...
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NEA Board - TYR REJECTS opportunistic t/o offer - that's how it's done!, page-21
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