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MINUTES OF A SPECIAL MEMBERSHIP MEETING OF
THE ANCIENT HARMONIOUS SOCIETY OF WOODSHEDDERS
Saturday, 21 September 2002 - 12 p.m.
Orleans Room, Hotel Sofitel - Houston, TX
Members Present (18): Toban Dvoretzky, President (Chair of the
Meeting); Dick Blatter; Greg Economides; Lloyd Erickson; Ted Freyer; Tommy
Gartman; Joe Grear; John Grosnick; John Hammond; Charles F. Jones; John
Lickert; Lowell McCulley; Bill Moring; Steve Shannon, Executive
Vice-President; Rodney Sparks, At-Large (Secretary of the Meeting); Gene
Taylor; Jim Ward; Harvey Yarborough.
President Dvoretzky declared a quorum present and called the meeting to order
with the singing of "Down Mobile."
The four expired positions on the AHSOW Board of Directors and the nominees
therefor (Earle Holt, Dick Richards, Glenn Schilberg, Tom Wiener) were raised
as the first item of business. Dvoretzky stated that each nominee had
been interviewed, each understood and accepted responsibility for executing
the duties required of him, and each exceeded the qualifications for
nomination and election for service on the AHSOW Board of Directors.
Before accepting a motion to elect the slate, Dvoretzky asked the group
whether anyone had been lobbied or unduly influenced to cast a vote either
for or against this slate, or influenced to withhold casting a vote, by
anyone at any time, including by anyone in the room. No one had.
Moved/seconded (Hammond/Lickert) to elect the slate of nominees; no
discussion; passed unanimously. Absentee balloting (27.3% of entire AHSOW
membership) was:
364 in favor of electing the slate (96.8%);
3 opposed to electing the slate (0.8%);
9 votes of
abstention
(2.4%);
14 ballots disqualified.
Since the two tellers appointed to count the electronic
and postal absentee ballots were AHSOW Hall of Fame members and eminently
trustworthy, the absentee tallies were declared valid and the nominees
elected.
Dvoretzky stated an item that was tabled and pursued no further at the Annual
Membership Meeting in Portland (July 2002): amendment of the language
of the AHSOW Bylaws. A fair summary of the proposed changes was
read. A motion (Erickson/McCulley) to take from the table and raise as
business the issue of voting on the proposed amendment of the AHSOW Bylaws
passed unanimously.
Before accepting a motion to vote on amending the Bylaws, Dvoretzky asked the
group whether anyone had been lobbied or unduly influenced to cast a vote
either for or against this issue, or influenced to withhold casting a vote,
by anyone at any time, including by anyone in the room. No one
had. Moved/seconded (Economides/Erickson) to amend the language of the
AHSOW Bylaws as noted. After clarification of the significance of
amending the language, the question was called; passed unanimously.
Absentee balloting (26.4% of entire AHSOW membership) was:
362 in favor of amending the language (96.5%);
5 opposed to amending the language
(1.3%);
8 votes of
abstention
(2.1%);
3 ballots disqualified.
Dvoretzky then stated that, before the possible
certification of these votes may occur, the assembly must debate a matter of
procedure: "You MUST DETERMINE whether it is acceptable to have
complied with the spirit of the motion to table in Portland, or
whether a clear instruction has been violated, and it is necessary to have
complied with the substance of that motion." The Portland
motion, with names disguised, was read thus:
"The question of approving the Bylaws amendment was
called. Member 'A' raised a point of order, stating that some AHSOW
members, those without e-mail, had not been notified of the proposed changes
to the Bylaws. Following considerable discussion, member 'B' said that
it appeared that there was major overlapping of the old Bylaws and the proposed
Bylaws, and he made a motion that the motion to restructure the Bylaws be
tabled until a complete set of Bylaws dealing with the restructuring of the
Board of Directors could be offered to the membership. Member 'A'
seconded the motion. There followed a discussion in which the
parliamentarian addressed some of the issues by speaker phone. The
parliamentarian's final comment was that the motion to table was the motion
on which the assemblage should vote. If the motion carried, he said, the
meeting should be adjourned and a copy of the proposed bylaw changes
restructuring the board should be distributed to those who did not have
e-mail. Then he said: 'Conduct a vote by a written ballot and an
e-mail ballot, get them certified again by the old secretarial position, and
then start to put the organization back together.' The motion to table
was passed by an approximate 18 to 4 margin, and the President adjourned the
meeting."
As a result of thorough discussion, the group determined that:
1) A motion to "table" cannot
have any conditions attached to it; the Portland motion should have been
stated as one to "postpone the motion to restructure the Bylaws
until..." Thus, the full and entire effect of the Portland motion
was merely to table action on the amendment of the bylaws for the duration of
the Portland meeting.
2) The condition attached to the
Portland motion, as stated, said that the motion should be tabled until a
complete set of Bylaws "could" be offered to the membership.
Since a prior, redacted, and proposed set of Bylaws already existed at that
time, they "could" be offered to the membership. Thus, the
condition attached to the Portland motion to table, even if the condition
were valid, was met.
3) Prior notice of agenda items before
AHSOW's Annual Membership Meetings is not required. It met the
conditions of AHSOW's governing documents if attendees of that meeting simply
walked in the door and were either handed an agenda then or were told then
what was on the agenda.
Notwithstanding these three points, and temporarily
disregarding the overwhelming mandate of the absentee tallies, which
indicated that few members were confused or considered themselves hoodwinked,
Dvoretzky stressed that the group must determine what was reasonable and what
should have been done: Should the entire sets of Bylaws have been
distributed, or was the presentation of a fair summary sufficient?
Further discussion ensued, and the group concurred that the fair summary was
adequate; objections to the changes were not a fundamental objection to the
actual issue, but instead matters of personalities or communication, which
were things that can be fixed with an active Board of Directors doing its
job; and that the organization should be allowed to move forward.
Motion (Freyer/Jones) to certify the absentee ballots. Before allowing
the question to be called, Dvoretzky asked whether anyone present had
concerns from a legal or parliamentary standpoint; no one had any. The
question was called; motion passed unanimously. Accordingly, Dvoretzky
declared that the language of the AHSOW Bylaws shall be amended.
The 1:1 overlay of Board positions and officerships was
illuminated. It was recommended that the AHSOW Bylaws undergo further
revision (by a professional corporate attorney) to clarify this matter and to
bring the Bylaws more into consonance with standard corporate practice.
Moved (Hammond/acclamation) to adjourn; meeting adjourned shortly before 1
p.m. with the singing of "How I Wish that I Could Help the
Sandman."
Respectfully submitted,
Rodney Sparks, Secretary of the Special Membership Meeting
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