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by Einstein on 29 October 2010 - 00:10
Why is there there is a proposed bylaw amendment adding the Directors at Large to vote? Thought they could, since they have been voting all along.
The cry is that it was a clerical error and is easily remedied. A correction to the kind of error that is being claimed is by updated reading of the minutes and correction is done from there. Looked on the internet and asked. Any experienced lawyer will tell you. The removal of Directors at Large being able to vote occurred years ago (not just one word, but no one in charge at USCA will say when or knows when the entire phrase/sentence was deleted.
The Directors at Large have been voting in violation of the Bylaws for years.
Take a look at the meeting minutes over the last decade. In 1999, the recommendation by the USCA lawyer (not Cottrell) was revise the bylaws. Every year after that, work was done on the bylaws (based on the posted minutes). Focus on the Rules and Regulations started in 2005 and the Bylaws were reviewed multiple times during the last decade; the last assign being Sara Wallick, Nia Cottrell and Lyle Roetemeyer prior to the 2009 General Board Meeting (look at the 2008 minutes).
If the directors are being added through a bylaw admendment in 2010, how could the Directors at Large voted last year on any order of business?
USCA expects the dues paying members to follow the posted bylaws based on law. What about the Officers and the organization?
The cry is that it was a clerical error and is easily remedied. A correction to the kind of error that is being claimed is by updated reading of the minutes and correction is done from there. Looked on the internet and asked. Any experienced lawyer will tell you. The removal of Directors at Large being able to vote occurred years ago (not just one word, but no one in charge at USCA will say when or knows when the entire phrase/sentence was deleted.
The Directors at Large have been voting in violation of the Bylaws for years.
Take a look at the meeting minutes over the last decade. In 1999, the recommendation by the USCA lawyer (not Cottrell) was revise the bylaws. Every year after that, work was done on the bylaws (based on the posted minutes). Focus on the Rules and Regulations started in 2005 and the Bylaws were reviewed multiple times during the last decade; the last assign being Sara Wallick, Nia Cottrell and Lyle Roetemeyer prior to the 2009 General Board Meeting (look at the 2008 minutes).
If the directors are being added through a bylaw admendment in 2010, how could the Directors at Large voted last year on any order of business?
USCA expects the dues paying members to follow the posted bylaws based on law. What about the Officers and the organization?
by Einstein on 29 October 2010 - 11:10
Repeat.
by judron55 on 29 October 2010 - 11:10
silence is golden.....read the BOI issue on that. It's on the website....priceless!
by CMassGSD on 29 October 2010 - 19:10
Let's not let FACTS in the way of a good story!!
by animules on 29 October 2010 - 22:10
Judron, can you point me to the right direction? Thanks...
by alaman on 29 October 2010 - 23:10
http://www.germanshepherddog.com/members/index.htm#EBallots
by animules on 30 October 2010 - 00:10
thanks alaman
by Einstein on 30 October 2010 - 01:10
Judron,
No. You need to read and comprehend thoroughly what is written in the USCA response to the BOI charges and observe the subsequent actions by the various factions of USCA. I read the posted response and then waited for the reaction from USCA. I was not disappointed. Predictable.
Cause and effect.
USCA did not say yes or no to the charges, they repudiated, citing phrases that would indicate acknowledged failure on their part in the deletion of the ability of and the lack of the ability of the Directors at Large to legally vote. The BOI was placed in limbo.
The result or effect of that decision was Cottrell’s attempt to backtrack and ensure that the Directors at Large could legally vote. Why? Because USCA failed in their legal duty to the membership to follow the posted bylaws.
Reference is as follows: http://law.justia.com/missouri/codes/2005/t23/3550000821.html
To facilitate your perusal, the point in contention in regards to USCA would be as follows:
5. A corporation shall keep a copy of the following records at its principal office:
(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three years;
(5) All written communications to all members or any specific class of members generally within the past three years, including the financial statements furnished for the past three years under section 355.846;
In summary.
The posted legal bylaws did not include Director at large ability to vote. The Directors at large voted illegally, per Missouri law. A USCA member identified the illegal action and filed BOI charges within the year stipluated. The BOI did noting. USCA attempted to backtrack by proposing an amendment.
Per Missouri law, where USCA is incorporated, it is illegal.
Please explain how USCA is right.
No. You need to read and comprehend thoroughly what is written in the USCA response to the BOI charges and observe the subsequent actions by the various factions of USCA. I read the posted response and then waited for the reaction from USCA. I was not disappointed. Predictable.
Cause and effect.
USCA did not say yes or no to the charges, they repudiated, citing phrases that would indicate acknowledged failure on their part in the deletion of the ability of and the lack of the ability of the Directors at Large to legally vote. The BOI was placed in limbo.
The result or effect of that decision was Cottrell’s attempt to backtrack and ensure that the Directors at Large could legally vote. Why? Because USCA failed in their legal duty to the membership to follow the posted bylaws.
Reference is as follows: http://law.justia.com/missouri/codes/2005/t23/3550000821.html
To facilitate your perusal, the point in contention in regards to USCA would be as follows:
5. A corporation shall keep a copy of the following records at its principal office:
(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) Its bylaws or restated bylaws and all amendments to them currently in effect;
(3) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(4) The minutes of all meetings of members and records of all actions approved by the members for the past three years;
(5) All written communications to all members or any specific class of members generally within the past three years, including the financial statements furnished for the past three years under section 355.846;
In summary.
The posted legal bylaws did not include Director at large ability to vote. The Directors at large voted illegally, per Missouri law. A USCA member identified the illegal action and filed BOI charges within the year stipluated. The BOI did noting. USCA attempted to backtrack by proposing an amendment.
Per Missouri law, where USCA is incorporated, it is illegal.
Please explain how USCA is right.
by CMassGSD on 30 October 2010 - 11:10
It doesn't say they Can't vote either!!
by Einstein on 30 October 2010 - 12:10
CMassGSD
Rules and regulations. Yes, is states who can vote and the Directors at large are not listed in the bylaws. The legal document per the organization. The document that has been perused and reviewed by officers and designates in the organization.
No, they can not vote. If one uses your reasoning, anyone could do anything and not follow the legal rules. A member from the floor would be able to vote.
Per Missouri law, USCA must follow the posted bylaws. The posted bylaws do not contain anything regarding Directors at large to vote.
The Directors at large could not legally vote in 2010.
Rules and regulations. Yes, is states who can vote and the Directors at large are not listed in the bylaws. The legal document per the organization. The document that has been perused and reviewed by officers and designates in the organization.
No, they can not vote. If one uses your reasoning, anyone could do anything and not follow the legal rules. A member from the floor would be able to vote.
Per Missouri law, USCA must follow the posted bylaws. The posted bylaws do not contain anything regarding Directors at large to vote.
The Directors at large could not legally vote in 2010.
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