Four Critical Issues for All AAW Members

[Brian Finney]

@ 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.

Ron,

1. No special meeting is required - hence no cost to AAW. The twenty fully paid up members with X years standing don't even have to meet, provided that they sign the petition in their own fair hand.

2. ' ... decided they didn't like a director ...' NO! They would need a cause defined in the Bylaws; not merely you didn't vote with me, unlike now. ONLY when there is a defined cause eg theft, sexual harressment, disrupting the meeting after a written warning by the Chair etc etc. would this method of removal be available to members.

Brian Finney

 

[Ed Davidson]

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?

George, I understand your point, but the question for me is - who is empowered to make those judgements - those on the sidelines who may have strong opinions, and few facts?

 

[Garmar]

George, I understand your point, but the question for me is - who is empowered to make those judgements - those on the sidelines who may have strong opinions, and few facts?

How about those on the sidelines who may have strong opinions and easily definable facts as described in the Bylaws/policy and procedure Handbooks?

 

[Ed Davidson]

How about those on the sidelines who may have strong opinions and easily definable facts as described in the Bylaws/policy and procedure Handbooks?

Garmar - that would work fine for me if there were a clear (undisputed) breach of policy. This pesky website guy will shut up now, and let the Bylaws committee do their thing. We'll see soon enough how tight the rules re-write turns out.

 

[hockenbery]

Ron,

1. No special meeting is required - hence no cost to AAW. The twenty fully paid up members with X years standing don't even have to meet, provided that they sign the petition in their own fair hand.

2. ' ... decided they didn't like a director ...' NO! They would need a cause defined in the Bylaws; not merely you didn't vote with me, unlike now. ONLY when there is a defined cause eg theft, sexual harressment, disrupting the meeting after a written warning by the Chair etc etc. would this method of removal be available to members.

Brian Finney

Brian,
so 20 operating in good faith on a false information can oust a board member. Look at how perceptions have changed in the past months. 20 members does seem to invite chaos.

generally the board would remove a board member "for cause".

Should the board not remove an offending board member "for cause" then the Membership initiated removal should in some way represent the membership not a few since there woud have to be a disagreement by the board as to whether "for cause" was met.

-Al

 

[Garmar]

Garmar - that would work fine for me if there were a clear (undisputed) breach of policy. This pesky website guy will shut up now, and let the Bylays committee do their thing. We'll see soon enough how tight the rules re-write turns out.

As regards the past, I think there was "a clear(undisputed) breach of policy"; and as for the future, hopefully there are clearer Bylaws/guidelines to follow.

 

[Ron Sardo]

1. No special meeting is required - hence no cost to AAW. The twenty fully paid up members with X years standing don't even have to meet, provided that they sign the petition in their own fair hand.

The way the bylaws are written right now, there needs to be a special meeting. But for arguments sake, lets say it doesn't, or maybe in the future it won't require a special meeting, how do you propose to gather opinions and votes? A mailing would cost about $8,000 just in the US. The cost of an insert (blowin) in the Journal has a cost. The logistics of doing on line even has a price tag, nothing is free.

2. ' ... decided they didn't like a director ...' NO! They would need a cause defined in the Bylaws; not merely you didn't vote with me, unlike now. ONLY when there is a defined cause eg theft, sexual harressment, disrupting the meeting after a written warning by the Chair etc etc. would this method of removal be available to members.

Brian Finney

to answer your question here is a post written by Mark

GGary, 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.

Brian, all these questions you are asking have been topics of discussion by the Bylaws committee. As you can see, there are no easy answers.

 

[Brian Finney]

Al,

Taking theft as an example, and it maybe not involving AAW, if there is a conviction in a court of law then that's all that is needed for the 20 members to act.

The Bylaw whereby Directors can usurp the membership's elected wishes by removing a Director needs to be removed. This just leads to an abuse of power by a clique.

In cases where there is not a conviction in a court eg 21 June issues then we need an effective Ethics Committee to investigate the matter and report to the membership. However, if you delete the Bylaw whereby Directors can usurp the membership's elected wishes by removing a fellow Director I suspect the Ethics Committee will be not be needed very often.

Brian

 

[George Guadiane]

George, I understand your point, but the question for me is - who is empowered to make those judgements - those on the sidelines who may have strong opinions, and few facts?

If the ByLaws are clearly written and their objectives and concerns are clear, AND if there is true transparency, facts should be easy to come by.

How about those on the sidelines who may have strong opinions and easily definable facts as described in the Bylaws/policy and procedure Handbooks?

What he said

Garmar - that would work fine for me if there were a clear (undisputed) breach of policy. This pesky website guy will shut up now, and let the Bylaws committee do their thing. We'll see soon enough how tight the rules re-write turns out.

So, we're in agreement? IF (big IF) the ByLaws are well written and the breach is clear, removal could/should be an option and an as yet undetermined number of ordinary members should/would be able to start a proceeding against a BoD member(s) for cause?

Brian,
so 20 operating in good faith on a false information can oust a board member. Look at how perceptions have changed in the past months. 20 members does seem to invite chaos.

generally the board would remove a board member "for cause".

Should the board not remove an offending board member "for cause" then the Membership initiated removal should in some way represent the membership not a few since there woud have to be a disagreement by the board as to whether "for cause" was met.

-Al

IF (BIG if) the ByLaws are clearly written, "cause" should be easy to determine. "False information" could be cleared up, because it's about "FOR CAUSE," so the BoD member should have every reasonable opportunity to explain/refute/defend.

Anything less comes back to inside baseball where the BoD can circle the wagons and ignore the membership. (sorry about the mixed metaphors)

If the BoD "refused" to hear a legitimate complaint, and/or act on said complaint, that should, in and of itself constitute just cause to take up a cause of action against THEM.

 

[Ron Sardo]

However, if you delete the Bylaw whereby Directors can usurp the membership's elected wishes by removing a fellow Director I suspect the Ethics Committee will be not be needed very often.

You need to reread what has been posted on this topic.

This just leads to an abuse of power by a clique.

Is a clique of 20 members with a petition in hand any more special?

 

[George Guadiane]

At some point, it sounds like someone needs to just come out and say that they personally, they the BoD, they the ByLaws committee and/or whomever, does not want to let the membership (in any number) have enough power to institute actions or change...

Either that or look at these suggestions and concerns with an eye toward finding a way to use them in some form for the good of the organization in stead of just repeating the reasons you don't think it will work/should be considered.

 

[Brian Finney]

You need to reread what has been posted on this topic.




Is a clique of 20 members with a petition in hand any more special?

The 20 members with the petition would need a cause pre-defined in the Bylaws so there could not be an abuse of power.

 

[Ron Sardo]

The 20 members with the petition would need a cause pre-defined in the Bylaws so there could not be an abuse of power.

How would you predefine these methods?

 

[Ron Sardo]

At some point, it sounds like someone needs to just come out and say that they personally, they the BoD, they the ByLaws committee and/or whomever, does not want to let the membership (in any number) have enough power to institute actions or change...

Either that or look at these suggestions and concerns with an eye toward finding a way to use them in some form for the good of the organization in stead of just repeating the reasons you don't think it will work/should be considered.

George, did you miss this?

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 implemented it. We've not resolved that issue and, so, I'm not prepared to share with you what those methods were.)

 

[Brian Finney]

Ron,

Regarding your comment that I need to re-read what has been said on this thread. I assume you mean

'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."

If so, I disagreed with your interpretation of the law in my post #71 see below. MN Law 317A.223 REMOVAL OF DIRECTORS Subdivision 1 states '... unless a different method is provided for in the articles or bylaws. ...' ie AAW can write its own Bylaw wrt Removal of Directors to suit itself. So getting rid of the Bylaw whereby Directors can vote off another Director is a simple as crossing it out. Although I could well imagine that some Directors may not like that approach.

Brian Finney

'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.

...

Brian Finney

 

[Brian Finney]

How would you predefine these methods?

Ron,

It's the cause that would be pre-defined in the Bylaws.

Definitions have already been started in this thread eg Theft, sexual harrassment etc with a conviction by a court of law; I would also add following an investigation by a revamped AAW Ethics Committee when the matter is an internal one of Bylaws, Ethics Code etc being allegedly breached. Of course the balance of proof in this case would be 'balance of probabilities' ie 51% as it is a civil matter.

Brian Finney

 

[Ron Sardo]

If so, I disagreed with your interpretation of the law

You can disagree all you want, its not going to make a difference. I'm not the guy interpreting this, it was atty from Minnesota, versed in the statues of her state who gave me the interpretation.

I have no reason to disbelieve her.

Also, you still miss some important information about this, I'll give you a hint... Mark

 

[Mark Mandell]

'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

Quite WRONG

The confusion appears, in part, caused by not understanding and separating the "how" with the "why". These are two very distinct and separate issues.

20 or 40 or 4,000 members cannot remove a director, for cause or no cause, unless all 13,000 members are given the opportunity to vote on the question.

So. 13,000 ballots go out on the question of "Dump Mandell from the Board". Maybe they say that I've stolen money, or maybe they just say that I part my hair some weird way; It Doesn't Matter.

Now, of those 13,000 mailed ballots sent out, 60 come back; 35 against Mandell, 20 in favor of his staying, 5 saying get rid of him cause he's actually try to hide his male pattern baldness in violation of the Ethics Code for honesty and transparency.

Exit, stage left, Mandell.

With only 35 votes out of 13,000 against him? Yup. Everybody gets the opportunity to vote, then the majority of votes cast decides the issue. That's democracy, folks.

Forget about the whole "cause" thing. That only applies to limit the Board's ability to remove an elected director.

Why is this so hard to understand?

 

[Ron Sardo]

Mark, you still need to establish a quorum before the 35 out of 13000 can remove a director.

 

[davidwalser]

...

1. No special meeting is required - hence no cost to AAW. The twenty fully paid up members with X years standing don't even have to meet, provided that they sign the petition in their own fair hand.

2. ' ... decided they didn't like a director ...' NO! They would need a cause defined in the Bylaws; not merely you didn't vote with me, unlike now. ONLY when there is a defined cause eg theft, sexual harressment, disrupting the meeting after a written warning by the Chair etc etc. would this method of removal be available to members.
...

Brian,

Your method only works if the bylaws violation is so clear cut that everyone agrees there was a violation. That's unlikely to be the case and it certainly wasn't the case for the events surrounding Mary's termination. (Please, let's not get into a debate about what may or may not have been a violation. The fact we were debating the question demonstrates that the answer was not self-evident.) Do you think there would have been no controversy if 20 members signed a petition removing the six board members who voted to remove Mary? I think there would have been hell to pay if such a thing had happened.

So, if things are not clear cut, a board member who feels the charges contained in the petition are untrue, would demand a venue to present his or her side of the matter. Given your mistrust of the current board, I doubt you'll allow the board to adjudicate the question -- which leaves us with a member meeting/ballot or hiring an arbitrator. Any of those alternatives are apt to cost thousands of dollars. Are you willing to allow 20 members, no matter how sincere, to force such a controversy and expense onto the AAW?

Before you answer, consider that it wouldn't have been difficult at all for us to have gathered 20 members who sincerely believed that Malcolm T., et al, violated the bylaws. Twenty signatures on a petition really is a low hurdle for removing someone from office.

 

[davidwalser]

😱ROFLMAO😀
I do NOT want to get into any details, but to select ANYONE that had been on the board at the time of the "big one," to have selected Malcolm Tibbets, who had already resigned as someone who could have been selected to be thrown off is SO preposterous as to defy (any) logic (that I would ever be able to comprehend).

Where did this "logic" come from - Sarah Palin?

George,

I thought we agreed to keep politics out of this.

Allow me to revise and amend my statement (as they say in Congress) to state I meant to have said immediately before Mary was fired we could have found 20 members who'd have been willing to sign a petition that Malcolm had violated the bylaws. Much of what we've been arguing about is just that subjective. Do we really want a method for removing board members that does not allow the board member to contest the charges against him or her based on the good faith assertions of only 20 members? We live in a world were thousands claim to believe Elvis is still alive. At any moment, we could find 20 members who genuinely believe one or more board members have violated the bylaws (and that was true for the board members on both sides of the recent controversy).

 

[George Guadiane]

George,

I thought we agreed to keep politics out of this.

Allow me to revise and amend my statement (as they say in Congress) to state I meant to have said immediately before Mary was fired we could have found 20 members who'd have been willing to sign a petition that Malcolm had violated the bylaws. Much of what we've been arguing about is just that subjective. Do we really want a method for removing board members that does not allow the board member to contest the charges against him or her based on the good faith assertions of only 20 members? We live in a world were thousands claim to believe Elvis is still alive. At any moment, we could find 20 members who genuinely believe one or more board members have violated the bylaws (and that was true for the board members on both sides of the recent controversy).

No, I DON'T really want subjective super powers... That is not what I thought, not what I said and not what I meant.. .
Assuming a well written ByLaws and a clear violation thereof, there should be a mechanism by which the rank and file could remove a sitting BoD member FOR CAUSE. If it's more than 20 OK, but as I already CLEARLY stated, if the violation is uncontested and/or upheld upon review, one single inquiry from one single individual should suffice to get action... I also said that electing to, neglecting to follow the ByLaws should be grounds to dismiss any board members who did not enforce said ByLaws.

Clarity, Transparency and Accountability... Is that too much to ask?

 

[Garmar]

No, I DON'T really want subjective super powers... That is not what I thought, not what I said and not what I meant.. .
Assuming a well written ByLaws and a clear violation thereof, there should be a mechanism by which the rank and file could remove a sitting BoD member FOR CAUSE. If it's more than 20 OK, but as I already CLEARLY stated, if the violation is uncontested and/or upheld upon review, one single inquiry from one single individual should suffice to get action... I also said that electing to, neglecting to follow the ByLaws should be grounds to dismiss any board members who did not enforce said ByLaws.

Clarity, Transparency and Accountability... Is that too much to ask?

Amen Brother; thank the Lord you ARE back!!!!

 

[Mark Mandell]

Mark, you still need to establish a quorum before the 35 out of 13000 can remove a director.

Thank you, you are quite correct, if less ten (10) percent of the membership votes, one way or the other, nothing gets done. Period. [He He, and Mandell skates with his hair (such as there is of it) intact.]

 

[KurtB]

Guys,
Please maintain a little focus here, and let's talk about the thread as posted, please.

 

[Brian Finney]

Brian,

Your method only works if the bylaws violation is so clear cut that everyone agrees there was a violation. That's unlikely to be the case and it certainly wasn't the case for the events surrounding Mary's termination. .....



Before you answer, consider that it wouldn't have been difficult at all for us to have gathered 20 members who sincerely believed that Malcolm T., et al, violated the bylaws. Twenty signatures on a petition really is a low hurdle for removing someone from office.

David,

My method only works after a conviction in a court of law or an investigation by the AAW Ethics Committee that supports the charge. And it needs to be at this high level before the serious business of removing a Director is undertaken. Unlike now were we have Directors being able to remove other Directors without cause.

What people 'sincerely believed' is irrelevant there needs to be a process that allows both sides to bring evidence and have it considered in an open, professional and business like manner.

Brian Finney

 

[Brian Finney]

You can disagree all you want, its not going to make a difference. I'm not the guy interpreting this, it was atty from Minnesota, versed in the statues of her state who gave me the interpretation.

I have no reason to disbelieve her.

Also, you still miss some important information about this, I'll give you a hint... Mark

Ron,

Can you post your Counsel's Written Legal Opinion that Subdivision 1, below is applicable/or not to AAW

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


And that ' Subdivision 2 (3) a majority of the remaining directors present affirmatively vote to remove the director. ' is a mandatory requirement in MN law.

I realise that you will not have it immediately, but I have serious concerns - a written legal opinion would satisfy those concerns.

Brian Finney