Under the current proposals to reorganize CLSA, the chapters are relegated to minority status and as such, will be politically eviscerated. The objective of the bylaw revisions is to wrest representation away from the chapters and to place it in the hands of the directors who can vote any way they please; the notion of a chapter voice is moot. According to Mr. Alcorn’s advice and recommendations to CLSA or The Central Office:
In short, directors are sent to the state/national board to use their best effort and judgment to serve the best interests of the entity and its members as a whole, not simply to cast votes as directed by the chapter.
We must therefore ask if the chapters will have a voice or not. It is a simple question and speaks to the merits or demerits of the proposed changes. Will the members run the organization or will the Board of Directors? A simple question.
Should the chapters have representation?
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mpallamary
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dmi
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oh you silly goose
It has already been decided, you silly goose. A lot of people have worked their fingers to the bone slaving away over hot bylaws AND THEIR BEST JUDGEMENT IS PRESENTED for you to rubberstamp. Do you want to hurt their feelings? You are just not being very nice or playing nice. All of these things are in our best interest, because they said so and they said trust them and that they deserve our rubberstamp, you know everyone gets a trophy in T-ball
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dmi
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excerpts from CLSA web page
"Your local chapter represents you in local issues. Through your chapter representative to the State Board of Directors, the individual member can direct the course CLSA will take."
"Chapters are the basic units of the Association and are autonomous within the framework of the Articles of Incorporation and Association Bylaws. The State Association does not dictate to them, except as provided in the governing documents. However, actions of the chapter shall not be in direct conflict with positions of the State Association."
"The individual members exercise control over the Association by electing the members of the Board."
"Each Chapter, in its autonomy under its own Bylaws, determines the method of election of its Chapter Representative(s) and Alternate(s)."
When I pay my dues, my expectation is that the dues go to an organization that stands behind what that organization publishes on their website.
The organization I want to be a part of is an organization where the chapters are the primary units of the organization and the members making up those chapters control the association in a manner consistent with the framework of the Articles of Incorporation and Association Bylaws.
"Chapters are the basic units of the Association and are autonomous within the framework of the Articles of Incorporation and Association Bylaws. The State Association does not dictate to them, except as provided in the governing documents. However, actions of the chapter shall not be in direct conflict with positions of the State Association."
"The individual members exercise control over the Association by electing the members of the Board."
"Each Chapter, in its autonomy under its own Bylaws, determines the method of election of its Chapter Representative(s) and Alternate(s)."
When I pay my dues, my expectation is that the dues go to an organization that stands behind what that organization publishes on their website.
The organization I want to be a part of is an organization where the chapters are the primary units of the organization and the members making up those chapters control the association in a manner consistent with the framework of the Articles of Incorporation and Association Bylaws.
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mpallamary
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Dane, under this new scheme, the chapters will be voiceless and their votes, irrelevant. As there were at least two meetings this year wherein they were conducted in secret with legal admonitions and warnings, that would appear to be how things will be run in the future. Directors will have no obligation to vote as their chapters want them to and they can vote in secret and take an oath not to talk about it. This is where we are headed - to a bleak dystopian future run by a secret society. My gosh, with all the disruptive chatter going on here, it would appear as if the next thirty meetings will all have to be held secretly once. Welcome to CLSA - the former democratic association of land surveyors.
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mpallamary
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mpallamary
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mpallamary
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Virtual Representation; nothing is new.
Virtual representation was wholly rejected in the colonies, who said the "virtual" was a cover for political corruption and was irreconcilable with their belief that government derives its just powers from the consent of the governed. In 1765, the American lawyer and politician James Otis, Jr., responded to Soame Jenyns' The Objections to the Taxation of Our American Colonies, by the Legislature of Great Britain, Briefly Considered. Otis' own publication was entitled Considerations on Behalf of the Colonists, in a Letter to a Noble Lord. He wrote in it, "To what purpose is it to ring everlasting changes to the colonists on the cases of Manchester, Birmingham and Sheffield, who return no members? If those now so considerable places are not represented, they ought to be." Writing in his 1763 publication The Rights of the British Colonies Asserted and Proved, Otis declared that,
Every British subject born on the continent of America, or in any other of the British dominions, is by the law of God and nature, by the common law, and by act of parliament, (exclusive of all charters from the Crown) entitled to all the natural, essential, inherent and inseparable rights of our fellow subjects in Great Britain. Among those rights...which it is humbly conceived no man or body of men, not excepting the parliament, justly, equitably and consistently with their own rights and the constitution, can take away...[are that the] supreme and subordinate powers of the legislation should be free and sacred in the hands where the community have once rightfully placed them...[that the] supreme national legislative cannot be altered justly till the commonwealth is dissolved, nor a subordinate legislative taken away without forfeiture or other good cause. Nor then can the subjects in the subordinate government be reduced to a state of slavery, and subject to the despotic rule of others...Even when the subordinate right of legislature is forfeited, and so declared, this cannot affect the natural persons either of those who were invested with it, or the inhabitants, so far as to deprive them of the rights of subjects and of men The colonists will have an equitable right notwithstanding any such forfeiture of charter, to be represented in Parliament, or to have some new subordinate legislature among themselves. It would be best if they had both...[Furthermore, the right of every British subject is that the] supreme power cannot take from any man any part of his property, without his consent in person, or by representation.
(Source Wikipedia)
Virtual representation was wholly rejected in the colonies, who said the "virtual" was a cover for political corruption and was irreconcilable with their belief that government derives its just powers from the consent of the governed. In 1765, the American lawyer and politician James Otis, Jr., responded to Soame Jenyns' The Objections to the Taxation of Our American Colonies, by the Legislature of Great Britain, Briefly Considered. Otis' own publication was entitled Considerations on Behalf of the Colonists, in a Letter to a Noble Lord. He wrote in it, "To what purpose is it to ring everlasting changes to the colonists on the cases of Manchester, Birmingham and Sheffield, who return no members? If those now so considerable places are not represented, they ought to be." Writing in his 1763 publication The Rights of the British Colonies Asserted and Proved, Otis declared that,
Every British subject born on the continent of America, or in any other of the British dominions, is by the law of God and nature, by the common law, and by act of parliament, (exclusive of all charters from the Crown) entitled to all the natural, essential, inherent and inseparable rights of our fellow subjects in Great Britain. Among those rights...which it is humbly conceived no man or body of men, not excepting the parliament, justly, equitably and consistently with their own rights and the constitution, can take away...[are that the] supreme and subordinate powers of the legislation should be free and sacred in the hands where the community have once rightfully placed them...[that the] supreme national legislative cannot be altered justly till the commonwealth is dissolved, nor a subordinate legislative taken away without forfeiture or other good cause. Nor then can the subjects in the subordinate government be reduced to a state of slavery, and subject to the despotic rule of others...Even when the subordinate right of legislature is forfeited, and so declared, this cannot affect the natural persons either of those who were invested with it, or the inhabitants, so far as to deprive them of the rights of subjects and of men The colonists will have an equitable right notwithstanding any such forfeiture of charter, to be represented in Parliament, or to have some new subordinate legislature among themselves. It would be best if they had both...[Furthermore, the right of every British subject is that the] supreme power cannot take from any man any part of his property, without his consent in person, or by representation.
(Source Wikipedia)
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dmi
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I am on an HOA board
We review the financials every month. These reports include what was budgeted for every expense and what the actual expense is. We work every year to prepare a budget for the next year.
The info you posted on 990 suggests that this type of reporting is standard practice. I do not understand what the reluctance is the part of the board to institute what amounts to industry standard.
IN OUR ASSOCIATION, every member knows where every dollar of their dues went and this includes knowing the exact compensation, wages and benefits and taxes paid for every employee including the HOA manager, who preforms similar duties to CLSA's executive director....
The info you posted on 990 suggests that this type of reporting is standard practice. I do not understand what the reluctance is the part of the board to institute what amounts to industry standard.
IN OUR ASSOCIATION, every member knows where every dollar of their dues went and this includes knowing the exact compensation, wages and benefits and taxes paid for every employee including the HOA manager, who preforms similar duties to CLSA's executive director....
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mpallamary
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Dave Woolley asked the same questions and look where it got him. I have been on many boards and I have worked for a lot of organizations. None I have been affiliated with or any that I am aware of, have ever heard of anything like this. As you point out, the policies we advocate are standard operating procedures. Every time I pose questions of this sort, my "loyalty" to the association is assailed. As you know, this notion of "loyalty" is a primary subject of the new bylaws. It reminds me of the Reichswehreid.
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steffan
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Just some food for thought, nothing more:
from CLSA's webpage:
"California Land Surveyors Association was founded in 1966 to advance the interests of the profession of Land Surveying, to maintain the highest possible standards of professional ethics and practice, to encourage uniformity of practices and procedures, and foster public faith in and understanding of Land Surveyors and their work"
That being said, consider also that the BOD is comprised of persons elected by only those who are both corporate state and chapter members. However, as the purpose of CLSA is to represent the profession, consider the makeup of CLSA and the profession as a whole. The following statistics are borrowed from Jay's traveling roadshow:
Chapter members: 842
State members: 1,452
PLS who are not members of CLSA: 2,200
Active pre-82 RCE's: 8,161
So, if CLSA is advancing and representing the profession, do you believe it represents only the 842 chapter members, or does it represent the approximately 11,000 individuals licensed to practice land surveying in California?
Another question to ask is if the BOD is in place to act as a decision making body, or does it only act to make decisions as dictated by the chapters. If the latter, then wouldn't it follow that every decision would need, and would have needed in the past, to have been voted on by chapter members each and every time a decision is made, no matter how routine or mundane? Isn't the purpose of a BOD to make those decisions without having to go back to a chapter (or member) vote for each and every decision?
I doubt there are many, if any, directors who don't understand they have a duty to bring forth any chapter concerns and items to the BOD, and to accurately represent the chapter's beliefs and desires in presenting those concerns or items in the manner directed by the chapter. However, when it comes to making a vote on an item before the BOD, I would hope the elected body of individual leaders understand their duty to consider the whole body of facts and principles debated before the BOD. And that the whole body of professionals licensed to practice land surveying is not limited to the 10 - 100 chapter members who elected them to serve the interests of CLSA.
from CLSA's webpage:
"California Land Surveyors Association was founded in 1966 to advance the interests of the profession of Land Surveying, to maintain the highest possible standards of professional ethics and practice, to encourage uniformity of practices and procedures, and foster public faith in and understanding of Land Surveyors and their work"
That being said, consider also that the BOD is comprised of persons elected by only those who are both corporate state and chapter members. However, as the purpose of CLSA is to represent the profession, consider the makeup of CLSA and the profession as a whole. The following statistics are borrowed from Jay's traveling roadshow:
Chapter members: 842
State members: 1,452
PLS who are not members of CLSA: 2,200
Active pre-82 RCE's: 8,161
So, if CLSA is advancing and representing the profession, do you believe it represents only the 842 chapter members, or does it represent the approximately 11,000 individuals licensed to practice land surveying in California?
Another question to ask is if the BOD is in place to act as a decision making body, or does it only act to make decisions as dictated by the chapters. If the latter, then wouldn't it follow that every decision would need, and would have needed in the past, to have been voted on by chapter members each and every time a decision is made, no matter how routine or mundane? Isn't the purpose of a BOD to make those decisions without having to go back to a chapter (or member) vote for each and every decision?
I doubt there are many, if any, directors who don't understand they have a duty to bring forth any chapter concerns and items to the BOD, and to accurately represent the chapter's beliefs and desires in presenting those concerns or items in the manner directed by the chapter. However, when it comes to making a vote on an item before the BOD, I would hope the elected body of individual leaders understand their duty to consider the whole body of facts and principles debated before the BOD. And that the whole body of professionals licensed to practice land surveying is not limited to the 10 - 100 chapter members who elected them to serve the interests of CLSA.
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land butcher
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Interesting numbers. Only 25% are chapter members.Chapter members: 842
State members: 1,452
PLS who are not members of CLSA: 2,200
Active pre-82 RCE's: 8,161
Most of those CE's and some of the PLS"s are probably members of CELSOC or whatever it's called.
Defund govt
To fully fund govt first the national debt would have to be paid. The US Govt is $18 TRILLION in debt, using 350 million people in the USA it would require $51,000 from every man, woman and child to pay it off. And that's just the Federal debt. Did you write your check yet?
To fully fund govt first the national debt would have to be paid. The US Govt is $18 TRILLION in debt, using 350 million people in the USA it would require $51,000 from every man, woman and child to pay it off. And that's just the Federal debt. Did you write your check yet?
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Mike Hartley
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Mike Hartley
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Yes, the chapters and individual members should be represented
As I mentioned in another thread, I have serious concerns regarding the duty of loyalty to the Association issue. It was mentioned at the San Joaquin Valley Chapter's special meeting last week that directors have that concept drilled into them at every BOD meeting. I have never been to a CLSA BOD meeting, but I have been to many BOD meetings of two other organizations. One I just happen to attend as a member; the other is ACEC of which I serve as a director. The duty of loyalty issue has never come up at either of these 2 organizations.
In the case of CLSA, my objections to "duty of loyalty to the Association" are twofold. First, the more I hear any one person talk about loyalty to the Association, the less that person seems to talk about the duty of representation. The Chapter Representatives are obligated to take chapter issues to the BOD meetings, they are obligated to share views of individual members and/or those of the chapters, and they are obligated to question, as a prudent person would do, when they witness something that doesn't look right.
Corporate Code Section 7231 (a) States, A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
This code does not state that the director should "represent" the interests of individual members or a subsidiary group (i.e. chapter). Why? Because it's obvious that a director, elected by the members and/or subsidiary group, should represent the entity(ies) that elected him/her. The duty of loyalty to the Association has been vocalized within CLSA because of acts that either are, or were perceived to be, loyal to the members and chapters at the expense of the Association. My problem with this is there is now far too much emphasis on the Association and not enough on the corporate members, the chapters, and the profession ... if we go to such great lengths to protect the former that we harm the latter, then CLSA ceases to be relevant.
The proposed bylaw amendments will change "Chapter Representative" to "Director" (Sections 4.01, 5.06 and 5.08). I submit that at this juncture, our representatives need to be reminded of their duty to represent. Keeping the current titles will hopefully help in that regard; changing them certainly won't.
Proposed Section 4.04(b) states that individual directors have the duty to "Fully abide in their fiduciary duty of care, inquiry, and loyalty. Directors that fail to abide in their fiduciary duties will be subject to disciplinary action." That language concerns me greatly in that is alarmingly subjective and certainly does not encourage representation.
By the way, if the chapter representatives are not expected to represent those that elected them, then why is there one chapter representative per 20 corporate members?
My second objection to the "duty of loyalty to the Association" rhetoric is that it seems to have shown up about the same time as some of the disciplinary actions began to heat up. Perhaps someone can confirm this, but after looking into what documents are available to me, it appears that Alcorn was retained for the purpose of guiding the Association through the disciplinary action processes. As such, it seems to me that any proposed bylaw amendments stemming from Alcorn's advice should be met with increased skepticism by the corporate members. If approved, Section 2.08 will be entirely replaced with new language that has been subsequently tweaked, but was initiated in entirety by Alcorn. Remember, unless I'm mistaken, he was hired for a purpose. Is he serving the Association's interests? Yes, but shouldn't he be seeking to serve the membership too? Some may say that Alcorn is doing both, that the membership is served when the Association is served ... that a healthy Association will provide for a healthy membership. I think that is backwards. And I don't think the new Section 2.08 will help CLSA.
Another concern I have is that I keep hearing that "all the directors approved the bylaw changes." I just don't think that is true. My understanding is that the directors voted to have the proposed bylaw amendments be sent to the corporate members for approval. These are two very different things. Not having been at the meetings myself, can someone confirm which of these statements better reflects what the directors' vote represents?
In the case of CLSA, my objections to "duty of loyalty to the Association" are twofold. First, the more I hear any one person talk about loyalty to the Association, the less that person seems to talk about the duty of representation. The Chapter Representatives are obligated to take chapter issues to the BOD meetings, they are obligated to share views of individual members and/or those of the chapters, and they are obligated to question, as a prudent person would do, when they witness something that doesn't look right.
Corporate Code Section 7231 (a) States, A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
This code does not state that the director should "represent" the interests of individual members or a subsidiary group (i.e. chapter). Why? Because it's obvious that a director, elected by the members and/or subsidiary group, should represent the entity(ies) that elected him/her. The duty of loyalty to the Association has been vocalized within CLSA because of acts that either are, or were perceived to be, loyal to the members and chapters at the expense of the Association. My problem with this is there is now far too much emphasis on the Association and not enough on the corporate members, the chapters, and the profession ... if we go to such great lengths to protect the former that we harm the latter, then CLSA ceases to be relevant.
The proposed bylaw amendments will change "Chapter Representative" to "Director" (Sections 4.01, 5.06 and 5.08). I submit that at this juncture, our representatives need to be reminded of their duty to represent. Keeping the current titles will hopefully help in that regard; changing them certainly won't.
Proposed Section 4.04(b) states that individual directors have the duty to "Fully abide in their fiduciary duty of care, inquiry, and loyalty. Directors that fail to abide in their fiduciary duties will be subject to disciplinary action." That language concerns me greatly in that is alarmingly subjective and certainly does not encourage representation.
By the way, if the chapter representatives are not expected to represent those that elected them, then why is there one chapter representative per 20 corporate members?
My second objection to the "duty of loyalty to the Association" rhetoric is that it seems to have shown up about the same time as some of the disciplinary actions began to heat up. Perhaps someone can confirm this, but after looking into what documents are available to me, it appears that Alcorn was retained for the purpose of guiding the Association through the disciplinary action processes. As such, it seems to me that any proposed bylaw amendments stemming from Alcorn's advice should be met with increased skepticism by the corporate members. If approved, Section 2.08 will be entirely replaced with new language that has been subsequently tweaked, but was initiated in entirety by Alcorn. Remember, unless I'm mistaken, he was hired for a purpose. Is he serving the Association's interests? Yes, but shouldn't he be seeking to serve the membership too? Some may say that Alcorn is doing both, that the membership is served when the Association is served ... that a healthy Association will provide for a healthy membership. I think that is backwards. And I don't think the new Section 2.08 will help CLSA.
Another concern I have is that I keep hearing that "all the directors approved the bylaw changes." I just don't think that is true. My understanding is that the directors voted to have the proposed bylaw amendments be sent to the corporate members for approval. These are two very different things. Not having been at the meetings myself, can someone confirm which of these statements better reflects what the directors' vote represents?
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Mike Hartley
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Do other chapters' bylaws still reference "Chapter Representative"?
Regarding representation, the San Joaquin Valley Chapter's bylaws state:
Section 1 - The Chapter shall have as elective officers, a President, who is a licensed surveyor in the State of California, a Vice-President, Secretary and Treasurer, elected from the general membership. The chapter representative(s) shall be elected according to the by-laws of the Parent Association, and shall be a Corporate Member of CLSA as well as a member of the chapter. The immediate past president is also an officer. The officers shall be installed annually at the last meeting of the year. The period of occupancy shall not be limited in regard to the number of successive terms.
Section 2 - The Executive Board shall consist of the officers of the Chapter and the representative(s) to the Parent Association. The President of the Chapter shall act as Chairman of the Board.
As far as I'm concerned, our chapter elected a representative. That person should represent our chapter and the chapter's interests (which include individual members' interests). If the bylaw amendments pass, the title "chapter representative" will be changed to "director". That does not change the representation responsibility. Directors are elected to "direct" the Association. They do so, in part, by taking chapter and member issues and points of view with them to the board meetings. They are obligated to question and inquire. I think some directors have been brainwashed into thinking that they have to "fall in line".
Chapter representatives or directors, whatever they are called, must be independent thinkers who have the best interests of numerous parties in mind. They should put aside their personal interests for the benefit of individual members, the chapters, the Association, and the profession.
Section 1 - The Chapter shall have as elective officers, a President, who is a licensed surveyor in the State of California, a Vice-President, Secretary and Treasurer, elected from the general membership. The chapter representative(s) shall be elected according to the by-laws of the Parent Association, and shall be a Corporate Member of CLSA as well as a member of the chapter. The immediate past president is also an officer. The officers shall be installed annually at the last meeting of the year. The period of occupancy shall not be limited in regard to the number of successive terms.
Section 2 - The Executive Board shall consist of the officers of the Chapter and the representative(s) to the Parent Association. The President of the Chapter shall act as Chairman of the Board.
As far as I'm concerned, our chapter elected a representative. That person should represent our chapter and the chapter's interests (which include individual members' interests). If the bylaw amendments pass, the title "chapter representative" will be changed to "director". That does not change the representation responsibility. Directors are elected to "direct" the Association. They do so, in part, by taking chapter and member issues and points of view with them to the board meetings. They are obligated to question and inquire. I think some directors have been brainwashed into thinking that they have to "fall in line".
Chapter representatives or directors, whatever they are called, must be independent thinkers who have the best interests of numerous parties in mind. They should put aside their personal interests for the benefit of individual members, the chapters, the Association, and the profession.