Four Critical Issues for All AAW Members

[Steven Antonucci]

Going paperless will take years for this organization. And that's okay for now in my opinion -- either way doesn't really affect my job as editor.
...
I would not want to think that any of the old timers are simply pandering to the newbies when they watch these young 'uns take up time at local chapter meetings, especially the ones who have been told for the umpteenth time, "point the flute in the direction of the cut and ride the bevel" . . . .

Betty Scarpino, editor, AW

Some tough love might be in order...

If I were king of the world, I would make the Bylaws update to include the use of the AAW website as the official method of communicating with the membership outside of the Journal. No mailings. Ever.

I would also drive a campaign to update e-mail addresses for everyone. I had one guy at a club grab me at a meeting and ask me why he never got any e-mails about meetings. His address was wrong, and I had no way to find him. Eventually, he figured it out and we fixed it...

A prominent spread in the Journal would announce this to the membership to make sure that everyone had advanced knowledge of the change in policy, and hat would be that. Miss a couple of announcements and I'm guessing folks would update their info...

 

[Owen Lowe]

Owen,

The current bylaws do not permit amendment except by member vote at a member meeting. The bylaws do permit members to vote at such meetings by mail. So, we'll all be allowed to vote whether we attend the meeting or not.

One more time:

• We can't change the bylaws until a vote at a symposium (or other officially recognized member meeting).
• At that meeting, the mailed returns can/would be included with the in-person votes.

I would assume a quorum would need to be established at whatever meeting during which this vote would take place. (Which shouldn't be a problem at a symposium.)

Happy landing!

 

[Betty Scarpino]

...
If I were king of the world, ...

Maybe you should run for the BoD . . . them being dictators and all . . . 😀

Betty Scarpino, editor, AW

 

[Stuart Johnson]

Do a mass emailing

Why not request Linda or whoever to send out a mass email to all current email addresses and see how many are rejected? This would give some idea of how many valid email address there are versus rejects. The numbers would be useful in a large bold request for current addresses. If the address is correct but the person just doesn't check it that is their problem not AAW. When something of importance comes about then send out a mass email with a link to the web page. If 70 percent of the members are advised of potential bylaw changes they can then log on and discuss them if they want. They will still get the final voting draft in the journal along with the ballet. I imagine those of us with online memberships will receive a ballot in the mail like we did for the BOD. That is the next thing that needs to change. We are online, we should be voting online.

 

[Timothy Rowe]

Maybe you should run for the BoD . . . them being dictators and all . . . 😀

Betty Scarpino, editor, AW

I am thinking about it 😀 I am a bit tall for a dictator though. No complex.

I was asking if I could campaign on here until I get nominated and then I would quit campaigning. Cuz campaigning by candidates isn't permitted. But non candidates can campaign until they become candidates. Unless the new By-Laws re-write eliminates that option.😀 (maybe shouldn't have given them any ideas)

 

[Mark Mandell]

Why not request Linda or whoever to send out a mass email to all current email addresses and see how many are rejected? This would give some idea of how many valid email address there are versus rejects. The numbers would be useful in a large bold request for current addresses. If the address is correct but the person just doesn't check it that is their problem not AAW. When something of importance comes about then send out a mass email with a link to the web page. If 70 percent of the members are advised of potential bylaw changes they can then log on and discuss them if they want. They will still get the final voting draft in the journal along with the ballet. I imagine those of us with online memberships will receive a ballot in the mail like we did for the BOD. That is the next thing that needs to change. We are online, we should be voting online.

Stu, I certainly understand your premise to make it the fault of those who don't keep current, but remember that we're trying to involve more of the members, get them active, at least in the sense of reading what we send out and responding to it in some meaningful way. The driving force here has to be under the banner of "Inclusion". On a cost benefit scale, there is simply nothing that (as yet) compares to notice through the Journal mailings. As time goes on, we'll be able to gradually transition to electronic notices and electronic voting by all the members. One of the things we're trying to work into the new by-laws is just that very thing. Even more interesting will be full electronic meetings with real-time 2-way live participation by all ??,000 members. Much as some of us might like it, that time ain't now by a long shot.

One thing that I thought of was 2 "classes" of members, voting and non-voting, much like public corporations do. Members could, when they join, specify if they wish to vote and be involved, or just get the magazine and maybe go to their local club and a symposium if it ever lands in their town. At least that way, people would be making a conscious choice about having voting rights from the start, and we could feel more comfortable about not trying to include them in all the goings-on, even though it tends to conflict with the core purpose for which the AAW was formed. So far, I haven't been able to find examples of such hybrid NFP organizations nor the legal authority to set things up that way.

Meanwhile, lets give everyone an equal shot; especially since it's not hard to do. 🙂

 

[Ed Davidson]

Stuart,

The St Paul office staff already has experience with sending email blast out to the membership – the following numbers are estimates, and are subject to change based on factors like time of year:

- about 20 percent do not have an email address on record
- another 20 to 30 percent have an out-of date or no longer valid email address on record
- of the 50 to 60 percent that are left, some number would never receive the email due to spam blockers set up on their personal computers, spam blocking settings on their ISP’s server, and the occasional blacklisting of emails by various (sometimes unscrupulous) third party ISP security contractors
- then there are the folks who just don’t check or read their email very often

I’m reasonably sure that the actual number of AAW members who would receive and read an email from the main office is down in the 40 percent range currently.

 

[Owen Lowe]

Stuart,

The St Paul office staff already has experience with sending email blast out to the membership – the following numbers are estimates, and are subject to change based on factors like time of year:

- about 20 percent do not have an email address on record
- another 20 to 30 percent have an out-of date or no longer valid email address on record
- of the 50 to 60 percent that are left, some number would never receive the email due to spam blockers set up on their personal computers, spam blocking settings on their ISP’s server, and the occasional blacklisting of emails by various (sometimes unscrupulous) third party ISP security contractors
- then there are the folks who just don’t check or read their email very often

I’m reasonably sure that the actual number of AAW members who would receive and read an email from the main office is down in the 40 percent range currently.

I suppose a comparison of delivery methods would be in order.
The Journal: What is the monthly return rate (if they are indeed returned when undeliverable) and recipient complaint rate when there is no delivery or a journal is delivered damaged (the info inside could be unreadable)?

Another idea for generating email updates:
Of the members who are affiliated with a chapter, ask the chapters to help with keeping the home office records current. I would bet the chapter officers would be more successful contacting members than HQ. They may even just update the bounces list from their chapter files. HQ could offer some sort of chapter incentive.

 

[Ed Davidson]

I suppose a comparison of delivery methods would be in order.
The Journal: What is the monthly return rate (if they are indeed returned when undeliverable) and recipient complaint rate when there is no delivery or a journal is delivered damaged (the info inside could be unreadable)?

Another idea for generating email updates:
Of the members who are affiliated with a chapter, ask the chapters to help with keeping the home office records current. I would bet the chapter officers would be more successful contacting members than HQ. They may even just update the bounces list from their chapter files. HQ could offer some sort of chapter incentive.

Owen,

Here's a historical point of reference - we conducted a membership survey late last year. The process was advertised in the Journal ahead of time, as well as on the main site, this forum and Twitter. The intent was to encourage as many online survey submissions as possible, but also to allow for mail-in survey responses by those who may not be comfortable with the online process. A hard-copy version of the survey was distributed to all Chapter Presidents, with a comprehensive set of instructions, asking them to pass the word, encourage everyone to take the survey, and as needed, to hand out the hard copy version for mail-in. At the end of the three month survey collection period, we had 1,077 people complete the survey online (about 8 percent of the membership) and a total of three completed mail-in surveys.

 

[Jamie Donaldson]

Unfortunately we have no....

..way of knowing how many of those chapter officers actually prepared and distributed these docs to their members. That failure to communicate would significantly affect the results. I don't recall if the survey was published in the Journal, but that must be the best possible means of reaching the membership.

 

[Ed Davidson]

..way of knowing how many of those chapter officers actually prepared and distributed these docs to their members. That failure to communicate would significantly affect the results. I don't recall if the survey was published in the Journal, but that must be the best possible means of reaching the membership.

Jamie,

The survey committee decided to not publish the survey in the Journal, as the costs to digitize and statistically analyze the mail-in data would be prohibitive. Online survey applications collect, collate and analyze all the submitted data essentially for free.

 

[Jamie Donaldson]

And as you have previously stated, ...

..a high percentage of the membership is not online connected, and I know that to be quite true. So the distribution AND collection methods are further filtering factors, and for this we have no easy or practical solution.

 

[George Clark]

I'm amazed at all the arguments against electronic communication. If half as much effort was going into figuring out ways to expand electronic communication as was being spent on telling us why it won't work, I think the AAW would be money ahead and have greatly enhanced communication with the membership. Like it or not, the computer is part of todays life. IMO it is reasonable to require one be able to receive email in order to participate in this organization. My local club, Woodturners of SWMO, went to all electronic communication well over a year ago because we simply couldn't afford the price of snail mail. Communication in our club has improved immensely and I don't believe we lost any members due to the change.

I personally believe the large number of invalid or missing email addresses among AAW members is due, at least in part, to the fact there is no need, as things are currently done, to keep the AAW updated. I know I don't keep my email updated unless there is a reason to do so. Move into the 21st century I bet that will change.

A recurring theme seems to be it cost too much to communicate by mail and we can't use email because we'll miss to many members. To me, that's sort of like the old saying "you can't go because you've never been." I submit that, after adequate notice, the only members you'll miss, by using email, are those that are not interested and want to be missed. This same group probably does not respond to notices in the Journal either.

George Clark
0032620

 

[Al Stramiello]

Thank you all for the excellent testimonials supporting the importance of going electronic. Please . . . be certain to send your suggestions to the Bylaws Revision Committee. The address is:

aawbylaws@gmail.com

 

[Ron Sardo]

One more time:

• We can't change the bylaws until a vote at a symposium (or other officially recognized member meeting).
• At that meeting, the mailed returns can/would be included with the in-person votes.

I would assume a quorum would need to be established at whatever meeting during which this vote would take place. (Which shouldn't be a problem at a symposium.)

Happy landing!

Let me see if I can clear this up.
We can and will have a mail in ballot inserted in a Journal for the bylaws.
We can and will set a deadline about two months out from the mailing of the Journal.
The ballots will be counted then later accepted at the St Paul's Annual meeting.

Members who mailed in their ballots for this coming election will be (and has always been) used to establish a quorum.

 

[Ron Sardo]

Thank you all for the excellent testimonials supporting the importance of going electronic. Please . . . be certain to send your suggestions to the Bylaws Revision Committee. The address is:

aawbylaws@gmail.com

The cost estimate for electronic voting is about $8,000.
This is something the DOB hoped to have in place for this election. Work on this is still going on and once completed, AAW members will have a option of electronic voting or to mail in their votes.

 

[Betty Scarpino]

I'm amazed at all the arguments against electronic communication. If half as much effort was going into figuring out ways to expand electronic communication as was being spent on telling us why it won't work, I think the AAW would be money ahead and have greatly enhanced communication with the membership. ... George Clark
0032620

Just to make sure you know where I'm coming from, I'm not arguing against electronic communication. I'm simply pointing out that it's not a viable method just yet to reach all of our members.

There are stages to going totally electronic. Just this year, Jean LeGwin (Board member and chair of the pubs committee) had her dream become reality of putting the back issues of the journal online, available to all AAW members. Prior to that, she scanned all the journals (took her two years) to prepare files for uploading. She did this as a volunteer before she became a board member.

The next stage was offering an online-only membership. That happened earlier this year.

The next stage is offering the ability to read the journal via an electronic book device.

From what I've read about surveys/magazines/electronic-only delivery, the vast majority of people still prefer to receive their magazines (and journals) in paper. The public isn't ready, just yet, for total electronic. When they are, we'll be ready.

So, for emails, the same thing is being done. The AAW is in the early stages of communicating with all members via email. Here's what's already happening: local chapters receive a monthly email newsletter sent out from the office in St. Paul, put together by a volunteer Board member. The POP committee sends a mass email to all its members once a month and in between they send out notices of last-minute deadlines (a volunteer does this). When the ballots and labels were messed up by the printer, the ED communicated with all overseas members via email, and to make sure everyone got the message, the printer sent out a first-class message and the ED posted a notice on the website.

You (and others) are passionately interested in going totally electronic. Why not do what Jean did (which took her two years to accomplish)? Get together, figure out a way to help your organization move into the digital age? Work through local chapters (there are some local chapters that still send out paper newsletters). Start a campaign? Run for the BoD with your ideas? Simply speaking out on a forum (preaching to the choir comes to mind) is not a solution.

Again, no one within the AAW is against going forward with communicating via email. We are simply in stage two or three of several stages.


Betty Scarpino, editor, AW

 

[Betty Scarpino]

Thank you all for the excellent testimonials supporting the importance of going electronic. Please . . . be certain to send your suggestions to the Bylaws Revision Committee. The address is:

aawbylaws@gmail.com

Al, I'm not sure you understand what the bylaw committee is charged with doing? Unless I'm totally mistaken, the method of communicating with AAW members is not something that goes into the bylaws, rather it's a decision to be made by administration to carry out a directive (which might be in the bylaws) that "the AAW must communicate with its members." At best, the method (or frequency) of communicating would be in the policies and procedures document.

Here's a for-instance: in the bylaws, it states that the will be a journal. That section doesn't say much more than that about the journal. It's up to the BoD and the administration and the editor to figure out the particulars of how to create a journal and get it to the membership.



Betty Scarpino, editor, AW

 

[hockenbery]

2/3 of florida members get e-mails

I know of AAW office sent two e-mails to all Florida members ithis past year,
announcements of the Florida symposium and of the AAW demonstrations at the the Woodworking show.

Roughly there are
1000 AAW members
800 have e-mail addresses in their member profile
about 200 bounced
650 get delivered.

A major expense for the AAW is publishing the member directory.
publication is every 2 years.

Some members opt out of the electronic directory so it is not complete.
new members not opting out are added immediately so it is current.

Al

 

[Ron Sardo]

I would like to see a final draft posted for discussion prior to the official ballot. I know for every change proposed you would get a variety of opinions ranging from you guys walk on water to why were evil people allowed into the AAW. On the other hand you might see in the comments things that as a group you agree should be adjusted. If you were to decide to post the draft it might be a good idea to have that post listed as a sticky and locked. Let the discussions be done in a separate thread.

Stu,

I know Mark has tasked you with the challenge of coming up with the wording on how to filter petition candidates. I have confidence that you will come up with a usable framework. Thank you.

When I first approached Tom Wirsing about forming a committee to rewrite the bylaws comprised of regular AAW members, one of the first things I asked for was to keep this committee small. I've worked in large committees before and they have always been a disaster, getting very little accomplished in long periods of times. It has also been my experience that small groups can accomplish more in a shorter periods of time and come up with better workable solutions.

My original idea was to keep it to only 6 members, I also knew that this number could swell, so I placed a limit of 9 members.

If we where to post the revisions on this forum before they are completed, I would be accepting 100s of new members to the committee. It would be an impossible task to get anything accomplished if the committee grew to this size. (Remember, every AAW member will have the opportunity to vote on the revisions.)

Now, I feel member input is very important, so I setup an email address so members can submit their suggestions. I'm happy to say a few have taken advantage of the opportunity.

Another problem we have, as was mentioned by both Mark and David, we need to conform to Minnesota Statues and the memberships' needs. Not an easy balancing act and as evidenced by the suggestions we have received, not clearly understood by the membership.

I'll give you one example that many members are not going to like: Minnesota Statues require that directors have the power to remove other directors. We can't change that because it will be illegal to do so. We are working on solutions under what circumstances a director can be removed. I can't go any farther then that because we are still trying to figure out how we can legally accomplish the memberships' needs.

 

[Garmar]

By Ron Sardo:

"I'll give you one example that many members are not going to like: Minnesota Statues require that directors have the power to remove other directors. We can't change that because it will be illegal to do so. We are working on solutions under what circumstances a director can be removed. I can't go any farther then that because we are still trying to figure out how we can legally accomplish the memberships' needs."

Ron, could you site that particular Statue. It seems maybe, open to interpretation in my opinion. Your idea of qualifing the means or reasons a member elected Director may be removed by the BOD is a excellent way of defining/restricting that statue.
Thanks

Gary Martin
#23467
__________________

 

[Ron Sardo]

By Ron Sardo:

"I'll give you one example that many members are not going to like: Minnesota Statues require that directors have the power to remove other directors. We can't change that because it will be illegal to do so. We are working on solutions under what circumstances a director can be removed. I can't go any farther then that because we are still trying to figure out how we can legally accomplish the memberships' needs."

Ron, could you site that particular Statue. It seems maybe, open to interpretation in my opinion. Your idea of qualifing the means or reasons a member elected Director may be removed by the BOD is a excellent way of restricting that statue.
Thanks

Gary Martin
#23467
__________________

Keep this in mind, our interpretation (yours and mine) doesn't really mean anything, it needs to hold muster in a Minnesota Court of Law and be approved by our membership.

The problems with creating a "list reasons" for ways a director can be removed can get us into trouble too. If we forget to add one simple item on how a director can be removed and a majority of members views what a director is doing is wrong, this director can now view the discrepancy as a right since we didn't include that in the list and (s)he can continue doing what (s)he is doing. (If I was a lawyer I could word that better)

Minnesota Statute 317A.223
Subd. 2.Removal by directors when there are members with voting rights.

If there are members with voting rights, a director may be removed at any time, with or without cause, if:

(3) a majority of the remaining directors present affirmatively vote to remove the director.

 

[Mark Mandell]

Gary,

Under Minnesota law, a director may be removed by either a board or a majority of members with voting rights.

It breaks down this way:

Members can remove an director for any reason.

Directors may also remove a director "for any reason" if that director was appointed to fill a vacancy or to fill spots because of a increase in the number of board members.

Directors can (and many times must) remove an elected director "for cause". The phrase is ambiguous and the answers (more than a few) are laid out through the case law in Minnesota. Basically think of it as intentional wrongdoing like theft of money or property, egregious and/or repeated violations of the conflicts of interest rules, intentional wrongdoing that causes direct harm to another person (like assault/battery or other violent crime), conviction on a felony charge, willful violation and disclosure of confidential information that may expose the company to a suit or regulatory sanctions, use of position for personal financial gain, failure to carry out assigned duties such as chair of a committee . . . you get the idea, right? This one calls for some level of interpretation, but "for cause" usually is pretty clear in its meaning.

There is also a separate ground for removal. That is the unexcused absence by a director from three meetings. If this occurs, it's not so much that the other directors "remove" the absent person as it is that the "seat" is declared vacant and a new director is appointed by the board or the president to serve out the remaining term.

So that is the bottom line that we have to deal with, and the by-laws need to provide an orderly procedure for the removal if to be done by members; the board makes up its own internal procedural rules. With a 13,000 member voting class, that ain't particularly easy, but we're working on it.

 

[Garmar]

Gary,

Under Minnesota law, a director may be removed by either a board or a majority of members with voting rights.

It breaks down this way:

Members can remove an director for any reason.

Directors may also remove a director "for any reason" if that director was appointed to fill a vacancy or to fill spots because of a increase in the number of board members.

Directors can (and many times must) remove an elected director "for cause". The phrase is ambiguous and the answers (more than a few) are laid out through the case law in Minnesota. Basically think of it as intentional wrongdoing like theft of money or property, egregious and/or repeated violations of the conflicts of interest rules, intentional wrongdoing that causes direct harm to another person (like assault/battery or other violent crime), conviction on a felony charge, willful violation and disclosure of confidential information that may expose the company to a suit or regulatory sanctions, use of position for personal financial gain, failure to carry out assigned duties such as chair of a committee . . . you get the idea, right? This one calls for some level of interpretation, but "for cause" usually is pretty clear in its meaning.

There is also a separate ground for removal. That is the unexcused absence by a director from three meetings. If this occurs, it's not so much that the other directors "remove" the absent person as it is that the "seat" is declared vacant and a new director is appointed by the board or the president to serve out the remaining term.

So that is the bottom line that we have to deal with, and the by-laws need to provide an orderly procedure for the removal if to be done by members; the board makes up its own internal procedural rules. With a 13,000 member voting class, that ain't particularly easy, but we're working on it.

Thank you for the explanation Mark. Doesn't seem much different from Kansas Statues concerning 501's. However, the phrase "for any reason" could get us right back where we are now. Common sense would be a much better guide/rule for making those types of determinations. Dismissal for "reason" without spelled out guidelines such as, but not limited to, theft, sexual misbehavior, ect. are acceptable to me. Dismissal for "failure to play well with others" and the like aren't acceptable reasons for a Director to be removed unless the behavior is totally disruptive.

I think that future BOD's will think twice, regardless of the outcome of Bylaw revisions, when actions such as those that took place in June are contemplated.

And, P.S. drop the "ain't" in your speech, seems unprofessional to my way of thinkin....😀

 

[Stuart Johnson]

Gary,

Under Minnesota law, a director may be removed by either a board or a majority of members with voting rights.

Mark, am I understanding this correct, it would take roughly 6,500 members to remove a director? If that is correct I think it makes it virtually impossible for members to remove a director.

 

[Mark Mandell]

Gary and Stu,

The law is what it says. Members can remove a director "with or without cause". As I said before, we are skating this center line between what's legal and what the members have been have expressing (hoping the oncoming semi stays in his lane). When we're done, I'm sure that it won't take 51 percent of the membership list to remove a director, but when it comes to elected directors, every member will have the chance to be fully informed and then vote yea or nay regarding such a removal. Given the size of the AAW and the costs of such things, it will not be an "overnight thing", but the members' rights to recall a director will be preserved.

But remember the flipside, where people on this forum were screaming that "the Board must be prevented from removing an director elected by the members." That wish, being in direct contravention of the statute, will not be granted. Boards of directors can and will be able to remove and replace directors.

Gary, as my Old Man taught me as a puppy lawyer, a) if you make a list, you will surely be confronted with something you didn't put in that list, and b) nobody yet born has been able to make a complete list of anything. Trying to define "for cause" in the by-laws is a hopeless effort as all it will do is energize some slimeball down the road to figure out how to get around the list.

Our system of laws in this country is based on two simple concepts 1) you're free to do anything you want to, so long as there isn't a law against it, and 2) Americans' favorite rallying cry, "There aughta be a law against that!" A perfect example of this is Al Stramiello's post in another current thread wanting to put forum control language in the by-laws. Not picking or beating on Al as I understand his belief in rules making an "ordered society", the By-Laws do not and cannot function that way. They are a procedural system by which "stuff" gets done and who gets to do what. They are not proscriptive rules used for punishment. At best, they provide a framework within which to look at something that was done and determine if it was done according to the rules. If it wasn't, it gets neutralized, and you have to go back and do it the right way, whatever "it" is.

 

[Stuart Johnson]

Thanks Mark, I was reading your earlier post as MN law requiring over 50 percent of the entire membership (all are eligible to vote) to recall a director. It now sounds as if you are saying a lessor number can be established in the bylaws. Unless once again I'm misunderstanding.

 

[davidwalser]

Thanks Mark, I was reading your earlier post as MN law requiring over 50 percent of the entire membership (all are eligible to vote) to recall a director. It now sounds as if you are saying a lessor number can be established in the bylaws. Unless once again I'm misunderstanding.

Stuart,

My understanding is that "a majority of those members voting" can remove a director. If only 2,000 of the 13,000 members vote, it would take 1,001 votes to remove a director.

 

[Ron Sardo]

Stuart,

My understanding is that "a majority of those members voting" can remove a director. If only 2,000 of the 13,000 members vote, it would take 1,001 votes to remove a director.

This is my understanding too... once a quorum is met.

 

[Stuart Johnson]

Thanks, I don't envy you guys trying to keep it all straight.

 

[Brian Finney]

Removal of Directors

'317A.223 REMOVAL OF DIRECTORS.
Subdivision 1.Modification.The provisions of this section apply unless a different method of removal is provided for in the articles or bylaws.' ref https://www.revisor.mn.gov/statutes/?id=317A.223&year=2009


I'm no MN laywer, but all this talk of a majority of members seems well off course to me. The legislation Section 317A.223 REMOVAL OF DIRECTORS starts with the Modification quoted above. As I read the mod AAW Bylaws can specify any method of removal it likes - the legislation is merely a back-stop providing a general approach that an AAW specific approach overrules, a standard legislative approach.

The AAW Bylaws could specify that a Director can be removed by the signed petition (need to Americanise the word) of 20 (twenty) fully paid up members of X years standing stating due cause.

X years could be one year or more depending upon the timescale used in other Bylaws.

Due cause needs defining and has been in the posts above.


Brian Finney

 

[Ron Sardo]

The AAW Bylaws could specify that a Director can be removed by the signed petition (need to Americanise the word) of 20 (twenty) fully paid up members of X years standing stating due cause.

Think of the chaos this would cause, not to mention the expense, something like this would bankrupt AAW.

 

[Ron Sardo]

Thanks, I don't envy you guys trying to keep it all straight.

Maybe now you are beginning to understand why it would be difficult to post each article as it is completed for discussion.

 

[Brian Finney]

Think of the chaos this would cause, not to mention the expense, something like this would bankrupt AAW.

Ron,

I don't see chaos or expense. Applying this to the 21 June 2010 issue. The Director(s) acting outside of the meeting, if this was defined as due cause for removal, would on the signed petition of 20 fully paid up members be required to leave the Board. Simple, no cost to AAW and no chaos, just abide by the Bylaws!

I am only talking removal with cause. Removal without cause, ie just because I don't like you should be banned.

Brian Finney

 

[davidwalser]

'317A.223 REMOVAL OF DIRECTORS.
Subdivision 1.Modification.The provisions of this section apply unless a different method of removal is provided for in the articles or bylaws.' ref https://www.revisor.mn.gov/statutes/?id=317A.223&year=2009


I'm no MN laywer, but all this talk of a majority of members seems well off course to me. The legislation Section 317A.223 REMOVAL OF DIRECTORS starts with the Modification quoted above. As I read the mod AAW Bylaws can specify any method of removal it likes - the legislation is merely a back-stop providing a general approach that an AAW specific approach overrules, a standard legislative approach.

The AAW Bylaws could specify that a Director can be removed by the signed petition (need to Americanise the word) of 20 (twenty) fully paid up members of X years standing stating due cause.

X years could be one year or more depending upon the timescale used in other Bylaws.

Due cause needs defining and has been in the posts above.


Brian Finney

Brian,

I think part of the communications problem we are having is because frequently some of us are answering a different question than the one that has been asked. Can we modify the method by which members may remove a board member? Yes -- as long as the method we adopt is "reasonable". (I doubt, for example, the MN courts would allow us to substitute a trial-by-combat for some form of membership vote, but I could be wrong about that.) So, we are trying to come up with one or more ways (that are consistent with the MN statute) to allow members to remove a board member. (We had agreed on two methods for the membership to use in removing a board member. My understanding is AAW's MN attorney had some concerns with one of those methods as we'd implimented it. We've not resolved that issue and, so, I'm not prepared to share with you what those methods were.)

On the other hand, I was responding to a similar, yet entirely different, question: Given our current bylaws, what kind of vote would be required to remove a board member. That answer is a majority of the members voting. That vote would have to take place at a member meeting (at which mail-in ballots are permitted under our bylaws), which would require a "quorum" of at least 5% of the total membership to be in attendance (where a member may "attend" by giving his or her proxy to someone who is present at the meeting).

 

[George Guadiane]

Think of the chaos this would cause, not to mention the expense, something like this would bankrupt AAW.

Ron,

I don't see chaos or expense. Applying this to the 21 June 2010 issue. The Director(s) acting outside of the meeting, if this was defined as due cause for removal, would on the signed petition of 20 fully paid up members be required to leave the Board. Simple, no cost to AAW and no chaos, just abide by the Bylaws!

I am only talking removal with cause. Removal without cause, ie just because I don't like you should be banned.

Brian Finney

Brian,
If cause can be shown, a single member should be able to force the BoD to act. 20 might be too few to override the BoD, but, in theory, it sounds like your suggestion would put a lot of control in the hands of the masses without throwing us into utter chaos(or am I missing something?).
Ron,
I THINK I read that you are not in favor of "0 tolerance," but I think that that is what should be required of those who govern on any level... I've been thinking about that, and for the life of me, I cannot come up with a single reason that it would not apply in this environment. What extenuating circumstances could exist here that would allow or justify any BoD member acting outside of the ByLaws? Either one follows the rules or suffers the consequences.

 

[Ron Sardo]

@ Brian

Let me make myself clear.

The special meeting that was supposed to be held on 8/28 would have cost around $40,000.

Imagine, every time a group of 20 members decided they didn't like a director that a special meeting would have to be called. How many special meetings do you think AAW afford? Now imagine the events of the last two months repeat over and over again because of 20 members.

Yes, we are working on solutions on how members can remove directors in both an orderly fashion and without breaking the bank.

 

[Brian Finney]

Brian,


On the other hand, I was responding to a similar, yet entirely different, question: Given our current bylaws, what kind of vote would be required to remove a board member. That answer is a majority of the members voting.

David,

Majority of members voting is irrelevant. We are talking disciplinary action here not democracy. All Directors and Members will know the rules it should come as no surprise to them.

Brian Finney

 

[Ed Davidson]

Brian,
If cause can be shown, a single member should be able to force the BoD to act. 20 might be too few to override the BoD, but, in theory, it sounds like your suggestion would put a lot of control in the hands of the masses without throwing us into utter chaos(or am I missing something?).
Ron,
I THINK I read that you are not in favor of "0 tolerance," but I think that that is what should be required of those who govern on any level... I've been thinking about that, and for the life of me, I cannot come up with a single reason that it would not apply in this environment. What extenuating circumstances could exist here that would allow or justify any BoD member acting outside of the ByLaws? Either one follows the rules or suffers the consequences.

George,

Virtually everything that’s transpired in recent history in regard to the ED/BoD saga, is disputed – two sides to the story abound. So, talking in absolutes (“zero tolerance”, “with cause”, "follow the rules" and the like) will have a hard time standing on its own. Automatic pilot doesn't work very well when dealing with human beings. Oops - there's one of those pesky website guys, posting an opinion again 🙂

 

[George Guadiane]

George,

Virtually everything that’s transpired in recent history in regard to the ED/BoD saga, is disputed – two sides to the story abound. So, talking in absolutes (“zero toleranceâ€, “with causeâ€, "follow the rules" and the like) will have a hard time standing on its own. Automatic pilot doesn't work very well when dealing with human beings. Oops - there's one of those pesky website guys, posting an opinion again 🙂

While your "why it won't work answer" 🙂p you pesky little devil you🙄) is a reasonable response, it eschews any consideration of the ByLaws and adherence to them. My whole point was/is that; within the ByLaws, there can, at least in theory be "0 tolerance." Either you did or did not break the law.
It's not illegal immigration where some child, without understanding is taken across a border and sequestered till adulthood, then found to be illegal (I personally think that needs to be case by case - good citizen? Stay - criminal, deport). This is adults, aware of the ByLaws they agreed to serve under, support and protect. How much tolerance should we have under those circumstances?