By-law Changes

[mpallamary]

Thanks Ric for the reply. Democracy always works best when it is allowed to flow freely without bias or censorship. Censorship, as embodied in simplifying the ways to expel a member is always dangerous. Expulsion is nothing more than elaborate censorship.



With all due respect back at you, I have personally observed some of these discussions (see above) and asked questions to my chapter directors, and I have no problem understanding who had the discussions on bylaws and knowing that if the 60-75 some odd licensed land surveyors, representing the 22 chapters as Directors and I don't know how many committee members, didn't want these revisions then they wouldn't have issued recommendations and an approval like they did. The Committee made their best effort and the BoD made their best decision and now it is up to the membership to ratify. If you, I, Clark, Evan, etc. don't agree with any or all of the proposed revisions, we have the ability and responsibility to vote as we see fit.[/QUOTE]

[MFORD]

I find it interesting that there are contributors to the discussion that aren’t a member of any chapter and haven’t attend a chapter meeting in years and are just now finding out about the proposed By Laws changes. Keeping up with what’s going at the State level and Chapter level is benefit of Chapter membership.


I also find it interesting that there are those expressing surprise about the proposed changes to the By Laws, as if this came out of nowhere from the BOD. As Rick pointed out there have been discussions, committee reports, BOD agendas, etc. for at least 3 years that I know about. While serving as my chapter’s director I personally reported to my chapter on several occasions the progress (or lack thereof in some cases) the BOD and the By Laws committee was making towards finishing the proposed revisions. The overall impression one gets from this forum is that you were blindsided. If so, it’s your own fault or your chapter “director’sâ€￾ fault for not keeping your informed.


KUDOS to the BOD and especially the By Laws committee for grinding through this laborious task. Although I don’t agree with all of the changes, and may be the impetus for some, you earned every cent of your generous compensation for your efforts.

[mpallamary]

Michael Ford,

Thank you for taking the time to work and contribute! You are correct. Thank you also for your observations as they too are right on.

One of the problems many of the chapters have is that the chapter director's do not report back to their chapters and on many occasions, the directors refuse to answer questions and many simply do not care. That is a problem and one that plagues many chapters today.

I am pleased that you have added your comments. Please do so every chance you get! They are of value to all.

[mpallamary]

Orange County Chapter opposes bylaw changes. We should all reject them.

**********************
August 18, 2014
Dear Fellow Members:

This letter to the membership of the Orange County Chapter of the California Land Surveyors Association is to state my opinion and recommendation as one of your Directors to the State Board as to the new proposed by-laws.

At the beginning of 2013 the Board of Directors ("Board") began review of the newly drafted by-laws as proposed by the By-Laws Committee. At that time, we were told our by-laws needed to be updated to conform to California Corporate Code. The first Board meeting of that year saw us get through about ¼ of the changes, Orange County reviewed and edited the changes line by line, with many redlines being sent back to the committee for changes and reconsiderations.

I met with then President Michael Butcher at a Riverside/San Bernardino Desert Chapter Dinner Meeting and spoke to him about the changes. It was evident to me at the time that it could take up to two years to get through the Board of Directors review and how will that affect any conflicts with State Law. President Butcher told me at that time that any conflict with State Law, State Law would prevail.
Interestingly, the Directors were told these changes were necessary due to changes in the state law, as discussed below, this turned out to be untrue.

This is the case in regards to the no proxy rule. For the last two years proxy votes have been disallowed because of changes in California Corporate Law. Which brings me to the attached L.A. Times article asking if by-laws need to be updated. It appears from my understanding any conflict with state laws renders those portions of the by-laws subordinate to state law and updating by-laws are unnecessary.

After one year of a Board approved two year process of review of the by-laws and getting almost halfway through the editing process the Board of Directors voted to send the remaining un-reviewed bylaws back to the committee. I made the argument that as Directors we needed to take the time to review all changes to the by-laws before sending them back to committee. My arguments failed to persuade the Board.

When the by-laws were re-introduced to the Board they were approved by Article unless any objections came forward. The entire process resulted in the unedited bylaws being approved in less than an hour. I take issue with many things in these new set of by-laws. It seems the new by-laws give the State Association more power over the individual chapters and tries to weaken the larger chapters. I cant see how any of the large southern chapters can vote for these changes. The key to the success is member participation at the chapter level . Each chapter has its own unique identity which may or may not be in sync with other chapters. The chapters need the latitude to determine their own direction. The same is true for the Directors. The Directors need to be able to act independently, at the direction of the chapter, to fulfill their fiduciary duties. Members are encouraged to carefully review the proposed edits of Section 4.04. Ask yourself, does this language mean that a Director needs approval of the other Directors to make inquiries within the association? If a Director does make inquiries he may be accused of being "disloyal"? There is considerable language for disciplinary procedures and disloyalty. Who decides that which is disloyal?

This new set of by-laws limits all chapters to two alternate Directors. Our existing by-laws does not place any limits on the number of alternates chapters may have. With the new by-laws, since there is no proxy votes anymore any time more than 2 Directors are unable to attend we would lose voting power. With 6 Directors we would have only 33% redundancy while chapters with only 2 Directors would have 100% redundancy.

California Corporate Law reduced the notice time for a Special Meeting from 7 days to 3 days and the Board decided to make the same change. Our notice time can be any amount of time we want except less than the 3 days as stated. As the work load starts to pick up it would be difficult to get 6 Directors up north to a meeting with only three days notice. A traditional Corporate Board of Directors could do this because they probably all work for the same company. We all work for different companies and have different schedules. I dont see a need to change the notice time and do not recommend this change.

As stated before per the L.A. Times article we dont need to change or update our by-laws. These bylaws have served the association for nearly 50 years. Anything that conflicts with California Corporate Law will be subordinate to state law. As an active participant in the process, I recommend a complete rejection of all changes to the by-laws.

Read for yourself the Times article and the proposed by-law changes and vote your conscience. But please vote. This is your chapter, your Association and your vote matters.

Sincerely,
Original Signed
Joseph Padilla, PLS 7557
Orange County Chapter CLSA Vice-President

[mpallamary]

In the event the Forum administrator decides to remove these postings or censure anyone, there is a Facebook page where you can share your thoughts and comments. No one associated with that page will try to expel you.

https://www.facebook.com/saveclsa

[mpallamary]

CORPORATIONS CODE

8330. (a) Subject to Sections 8331 and 8332, and unless the
corporation provides a reasonable alternative pursuant to subdivision
(c), a member may do either or both of the following as permitted by
subdivision (b):
(1) Inspect and copy the record of all the members' names,
addresses and voting rights, at reasonable times, upon five business
days' prior written demand upon the corporation which demand shall
state the purpose for which the inspection rights are requested; or
(2) Obtain from the secretary of the corporation, upon written
demand and tender of a reasonable charge, a list of the names,
addresses and voting rights of those members entitled to vote for the
election of directors, as of the most recent record date for which
it has been compiled or as of a date specified by the member
subsequent to the date of demand. The demand shall state the purpose
for which the list is requested. The membership list shall be made
available on or before the later of ten business days after the
demand is received or after the date specified therein as the date as
of which the list is to be compiled.
(b) The rights set forth in subdivision (a) may be exercised by:
(1) Any member, for a purpose reasonably related to such person's
interest as a member. Where the corporation reasonably believes that
the information will be used for another purpose, or where it
provides a reasonable alternative pursuant to subdivision (c), it may
deny the member access to the list. In any subsequent action brought
by the member under Section 8336, the court shall enforce the rights
set forth in subdivision (a) unless the corporation proves that the
member will allow use of the information for purposes unrelated to
the person's interest as a member or that the alternative method
offered reasonably achieves the proper purpose set forth in the
demand.
(2) The authorized number of members for a purpose reasonably
related to the members' interest as members.
(c) The corporation may, within ten business days after receiving
a demand under subdivision (a), deliver to the person or persons
making the demand a written offer of an alternative method of
achieving the purpose identified in said demand without providing
access to or a copy of the membership list. An alternative method
which reasonably and in a timely manner accomplishes the proper
purpose set forth in a demand made under subdivision (a) shall be
deemed a reasonable alternative, unless within a reasonable time
after acceptance of the offer the corporation fails to do those
things which it offered to do. Any rejection of the offer shall be in
writing and shall indicate the reasons the alternative proposed by
the corporation does not meet the proper purpose of the demand made
pursuant to subdivision (a).

[Tom Herrin]

Let me start this post by saying I don't have a clue as yet as to whether I am for or against any of these changes - still working on that and probably will be for a while.

The point I wanted to make on this post is how confusing this voting document is. Case in point is section 5.06, and this is just one of many of these issues. Not withstanding the catch all 'approve everything' box at the top of page 1, there are three more references to section 5.06. 'Conformance Amendments' says it will pass with no vote required. 'Title Change' gives me the option of voting for or against a block of items, including this section. Finally, 5.06 is listed under individual items with the option of for or against again. There is the potential for conflicting votes on this - how will this be sorted out?

Sections 2.01, 4.01, 5.06, 7.01, 8.02, 8.11, 8.12 all have similar types of conflict, being listed as being able to be voted upon in multiple sections. The only logical conclusion I can make is that 4.01 and 5.06 will pass per the 'Conformance Ammendments' section. Not so all the rest of these sections though - no idea what happens in the event of a conflict.

Did anyone think this through before it went out??? Do we even have a valid ballot? I don't mean to belittle the efforts of many freinds and colleagues that have worked on this, but as it stands this ballot is a confusing mess.

[7702]

But to really bungle a document requires a boatload of land surveyors. : )

[Lee Hixson]

Wow!

[LS_8750]

Garbage in = garbage out.

A lone rogue member without any chapter affiliation don't need a weatherman to know which way the wind blows...

[Tom Herrin]

I have another question about the section of the Ballot on 'Conformance Ammendments'. This section states that "the following ammendments are required by California Nonprofit Corporation Law and therby do not require approval by the membership". What is the legal basis for this statement (specifically, not requiring approval by the membership)? If approval by the membership is not needed, why are these items on the ballot? Is this coming from state law somewhere? It does not appear to be in our bylaws - a reading of section 15.01 as it is now written appears to suggest that we still would need to approve these changes (and vote on them, consequently), even though they are needed just to satisfy conformance with state law.

[mpallamary]

I raised the same questions and here is my exchange with the Central Office:

On 8/15/2014 3:41 PM, Michael Pallamary wrote:(To Dorothy Calegari)

Hi,

I received the proposed ballot amendments and I have a few questions. As I understand the proposed changes, they list those items to be voted on. Accompanying this is an underline strikeout version of the bylaws. Therein I note numerous proposed changes that do not appear in the ballot. Can you clarify what is going on here? As an example the underline strikeout is found in:

5.03
5.04
5.08
6.06
6.08
6.09
6.10
6.11
7.03
7.05
8.07
9.01
10.01

Can you explain to me why these apparent proposed changes are not listed in the ballot? I am confused. Some of these are typographic corrections but others are more substantial.

Thank you.


From: Dorothy Calegari [mailto:dcalegari@californiasurveyors.org]
Sent: Friday, August 15, 2014 4:01 PM
To: Michael Pallamary
Cc: Jay Seymour; plcsurveying@msn.com
Subject: Re: 2014 Ballot

The proposed bylaw amendments listed below (Section 5.03 thru 10.01) are deemed housekeeping amendments. If you disagree with any of these proposed changes, you have an opportunity to vote against them on Page 2 of the ballot.

Dorothy
California Land Surveyors Association
526 So. E Street
Santa Rosa, CA 95404
T: (707) 578-6016 F: (707) 578-4406
http://www.CaliforniaSurveyors.org

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[Note: I typed this up in MS Word, then posted by cut-n-paste. When I do that, something in the process removes a space here and there at seemingly random intervals, mashing words together. I realize this makes it a little harder to read, and apologize for the inconvenience. I will try to catch all of those mashups at a later time.]

Generally

First, I need to say that I know many of the people who now serve and who have served as Association officers, as Chapter Representatives, and/or in other posts in service to the members of CLSA. I respect each for their service to the members, and as professionals. Likewise, I appreciate the contributions of Dorothy and her staff. From all I can see, they do a great job of managing the day to day business of the CLSA. I will be expressing profound disagreement with many of these proposals. These should be read as professional disagreement and not as confrontation toward any particular person or persons.
This will be long, and will take up several successive posts,but I want some serious consideration and discussion of these proposed changesoutside of the BoD meetings. If my postsare too long for you, I suggest you skip them, forego discussion, and votewithout consideration of opposing views. Heck, that’s how most of our politicians get into office.
In each change that speaks to the rights and duties ofmembers, the timeframe in which they have to respond to various notices, andthe manner in which they may respond would become more stringent and/or lessflexible.

Likewise for the Chapters, each proposed change woulddecrease the autonomy and the influence of the Chapters on the StateAssociation. They would no longer sendRepresentatives to represent the opinions and views of the Chapter. They would be sending Directors to participatein a body which dictates the interests of the Association to the Chapters. Deadlines for noticing the State Associationon the election of Representatives Directors and Alternate RepresentativesDirectors, either by regular election cycle or by special election to fill aposition vacated during the normal term, have increased.

In each change that speaks to the duties of the members ofthe Executive Committee, the manner in which those duties may be carried out,and the amount of time in which they must be carried out has become lessstringent and/or more flexible.

In short, the voice, rights, and importance of the Chaptersand individual members would be significantly decreased as their burdens areincreased while the authority and autonomy of the Board and the ExecutiveCommittee are each in turn increased while their responsibilities would beeased.

The California Land Surveyors Association exists to promotethe profession of Land Surveying and to represent the interests of the LandSurveyors who are its members. It doesnot, and should not exist to support an authoritarian government which dictatesits interests to the members of the Association.

Many of the proposed changes to these Bylaws are thesub-base for the road to just such an organization.

Many of the changes are housekeeping changes – cleaning upspelling or grammatical matters (though introducing a couple as well), orsupposedly being updated to comport with recent changes in the law. I haven’t yet looked at the law that thesechanges purportedly are reactions to, but I will.

I urge a “NO” vote across the board. Not because every proposed change isobjectionable, but because I believe that enough of them are objectionableenough that they need to be seriously reconsidered by the Board of ChapterRepresentatives, and discussed at length by each chapter as to the effect theywill have on the amount of influence that individual members and the Chapters particularlywill have.



As a matter of full disclosure, I have not attended mychapter meetings for several months due to conflicts with family obligationsand such. It may be that these proposedchanges had been discussed at length at our local chapter at one or more ofthose meetings. I do not recall seeinganything about them in the Cal Surveyor or the eNews. Maybe it was there and I just missed it. But having just glanced at the forum, itappears that I’m not alone in being surprised at the extent of changes. These changes don’t represent a mere updateto adjust to new laws, this is nearly a complete overhaul of the organizationalstructure.

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Section 2.01

Membership in the Association shall be conditioned upon agreement by the member to abideby the Articles, Bylaws, Code of Ethics, resolutions and/or approved motions ofthe Board of Directors. The Board ofDirectors may adopt additional written rules and requirements pertaining to qualifications of and admittance to membership provided that said rules and requirements do not conflict with these Bylaws, and provided that said rules and requirements are published in an official publication of the Association prior to enforcement.

Nothing in this section prohibits a member from proposing changes to the Association Articles or Bylaws.

Any association, be it government, place of employment, orvolunteer association such as CLSA must have some rules consistent with the organizationsprinciples and purposes, and it must have some provision by which those seeking to join the organization agree to abide by those rules as a condition of membership. That only makes sense. Normally,I would have no problem with any of this section except that I don’t know that I am willing to abide by the Bylaws if many of the proposed changes become partof the Bylaws.

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Section 2.08


Amember may be suspended, or expelled for cause by the Board of Directors. Cause shall include a failure, in a seriousdegree, to (1) observe the Associations Articles of Incorporation, Bylaws, Codeof Ethics and as prescribed by the Board, (2) abide by the lawful decisions ofthe Board of Directors or to engage in any conduct which is deemed by the Boardcontrary or prejudicial to the interests and/or purposes of the Association.

Suspensionor expulsion shall require a two-thirds vote of the total number of votingmembers of the Board of Directors. Thediscipline shall occur only after the Executive Director provides at leastfifteen days prior written notice of the charges pending against themember. Notice shall be sent byfirst-class or registered mail to the last address of the member shown on theAssociation records. The notice shallalso advise the member of the member’s opportunity to be heard, orally or inwriting, by the Board or its designee. The Board or its designee shall determine whether cause exists and theappropriate discipline, if any.

TheBoard is not required to follow the above procedure when imposing a lesserdiscipline such as a private reprimand.

Amember may be suspended or expelled from the Association for willful disregardof the Association’s principles and purposes, or for conduct detrimental to theAssociation’s welfare. Suspension orexpulsion shall require a two-thirds vote of the total number of voting membersof the Board of Directors. The Secretaryshall give the member at least thirty days notice by certified mail, returnreceipt, so that the alleged offending member may be present and heard at theBoard action on the matter, if the member so chooses.



Let’s pick at this, phrase by phrase. No problems with the first sentence. It spells out the two highest forms ofcensure available to the organization and limits it to “causeâ€￾. That sentence by itself would be unclearwithout a description of “causeâ€￾, which the next sentence purports to do. But after reading what “causeâ€￾ includes,things are still a bit murky.

First off, what constitutes a “failure, in a serious degreeâ€￾to observe and abide? What provisionsare there to assure some degree of consistency? Certainly one would expect some small amount of variation depending uponstrictly objective factors and individual Directors’ (Chapter Representatives’)views of what is serious. But one shouldalso be easily able to imagine that the failure to observe and abide by one memberwhose manners tend to grate on the nerves of the majority of Directors could bedeemed serious enough for suspension or expulsion while another member, who iswell liked among the Directors, having committed similar failures, would nothave those failures deemed “seriousâ€￾ and may receive only a private or eveninformal reprimand.

The existing language, while also not as specific as itcould be, at least seems more specific in that It had to be a willful disregardfor the principles and purposes of the organization to suspend or expel a member. That is, the Board need compare the member’sactions and/or behavior to the mission statement of the organization anddetermine if those actions or behaviors are hostile to the goals stated there. Under this proposal, the BoD could considerany provision under any of the enumerated documents or history of Boardactions.

Looking at part (1) of the description of cause, the mentionof “Associations Articles ofIncorporation, Bylaws, Code of Ethicsâ€￾ seems reasonable, except to theextent that these changes to the Bylaws goes, IMO, off the rails. But then we have “and as prescribed by the Boardâ€￾. What the heck does that mean? Here’s how I read it: “If youractions do not constitute an actual serious offense as defined here, but we’reso livid at you that we want you out, we reserve the right to create additionalcriteria by which we can get rid of you.â€￾

Sorry to sound so cynical, but even if that’s not how theauthor(s) of this provision intended it, I guarantee that this or some futureBoard will use it in exactly that way.

Likewise, what is meant, in part (2) by “lawful decisions of the Board of Directorsâ€￾? Would this be resolutions passed, futurechanges to the Articles and Bylaws,or is there some other official body of rules that we need to abide by of whichwe have had no real notice?

The last part of part (2) sounds a lot like the existinglanguage, but is really quite different, more nebulous, and is ripe for thesame abuse that the last item in part (1) is. The “principles and purposesâ€￾of the Association can be found in the mission statement and in the Code ofEthics. One need look no further for thestandard.

“[A]ny conduct which is deemed by the Boardcontrary or prejudicial to the interests and/or purposes of the Associationâ€￾is also murky. How does one have adefinitive enumeration of the interests of the Association? Are they published or recorded anywhere orwill the Board to decide asthey are deciding whether a member’s conduct is contrary or prejudicial tothose interests? How will the generalmembership be informed as to the full list of the interests of the Association? Who decides what the interests of theAssociation are? Would that also be theBoard of Directors?

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Section 2.08 (continued)


Amember may be suspended, or expelled for cause by the Board of Directors. Cause shall include a failure, in a seriousdegree, to (1) observe the Associations Articles of Incorporation, Bylaws, Codeof Ethics and as prescribed by the Board, (2) abide by the lawful decisions ofthe Board of Directors or to engage in any conduct which is deemed by the Boardcontrary or prejudicial to the interests and/or purposes of the Association.

Suspensionor expulsion shall require a two-thirds vote of the total number of votingmembers of the Board of Directors. Thediscipline shall occur only after the Executive Director provides at leastfifteen days prior written notice of the charges pending against themember. Notice shall be sent byfirst-class or registered mail to the last address of the member shown on theAssociation records. The notice shallalso advise the member of the member’s opportunity to be heard, orally or inwriting, by the Board or its designee. The Board or its designee shall determine whether cause exists and theappropriate discipline, if any.

TheBoard is not required to follow the above procedure when imposing a lesserdiscipline such as a private reprimand.

Amember may be suspended or expelled from the Association for willful disregardof the Association’s principles and purposes, or for conduct detrimental to theAssociation’s welfare. Suspension orexpulsion shall require a two-thirds vote of the total number of voting membersof the Board of Directors. The Secretaryshall give the member at least thirty days notice by certified mail, returnreceipt, so that the alleged offending member may be present and heard at theBoard action on the matter, if the member so chooses.

The second paragraph of the proposed new bylaw states that “The Board or its designee shall determinewhether cause exists and the appropriate discipline, if any.â€￾ Designee?! It seems to me that considering the suspension or expulsion of a memberis important enough that it could be considered only by the fullBoD. Designating an individual abrogatesthe responsibility of the full Board and denies due process to the member whoseconduct is being considered.

If the Board cannot adequately define what constitutes aserious failure at this time, or specifically what is to be observed and abidedby, how can any member be justifiably held accountable to failure to abide byanything that is not within the published and readily available foundationaldocuments of the Association? It issimply wrong to construct a process that can be so subject to the whims of notjust the full Board, but of a Designee,a single individual assigned by the Board to prosecute and judge the matter.

Lastly, what is the justification for shortening the priornotice from 30 to 15 days, and by first-classor registered mail? This, when takenin context with all of the other changes, has the appearance of making iteasier for the Board to railroad a member out of the Association when thatmember’s continued presence is uncomfortable or otherwise objectionable to theBoard.

15 days is not a reasonable notice. If notice is sent via first-class mail, theeffective time that the member has to respond or arrange to address the Boardmay be less than a week. Due to priorobligations, finances, or other considerations, many cannot arrange to addressthe BoD in that amount of time. A cynicmight think that this change was made with that consideration in mind. IMO, there is no valid reason for thischange.

The existing bylaw directs that the notice sent to the alleged offending member (note that “allegedis not in the proposed bylaw, perhaps guilt would be presumed) be by registeredmail. There is good reason for that –the sender receives confirmation of delivery. If sent by regular (first-class) mail, where no delivery receipt isavailable, you set up the circumstance wherein the member says “never got itâ€￾and the Association says “we sent itâ€￾, and no way to prove delivery one way orthe other. Perhaps the author of thischange is relying on the fact that a letter sent via USPS is legally presumedto have been delivered. But we all knowthat mail does occasionally get lost or delayed, and under normal conditions,may take anywhere from 3 days to well over a week to arrive at its destination.

With registered mail, any of several overnight delivery couriersthat offer tracking as a standard delivery service, email with the capabilityof requiring both received and read confirmation, why would the Association putthe option of first-class mail in this bylaw. There is absolutely no valid justification for the provision of usingfirst-class mail for a notice of such import.

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Section 3.01

Anannual meeting of members of the Association shall may be held…

Atthe time of the meeting, any proper matter may be presented and action takenprovided that a quorum is present. Certain items not included in the notice of the meeting require theunanimous approval of all Corporate Members present. They are: Removal of the President, Association elective officers, or directorsfrom office; filling vacancies inelective or appointive offices of the Association; amendment of the Articles of Incorporation orthese Bylaws; and approval of contracts. Only that business specified in the noticeof the meeting shall be transacted at any member meeting.

Shall be vs. may be... Does this mean that the BoD may decide not to have a meeting (conference) some years?

Why take away the flexibility of the general membership tohave a direct influence over meeting topics? Under the current bylaw, for the topic to become a matter of meetingdiscussion, the bar is already set pretty high in that all of the memberspresent must consent to allowing the topic to be discussed. If all of the members present believe amatter should be discussed, it must be that the topic is of significantimportance. So why?

Is it because the author(s) of this proposed change believethat the Executive Committee should be able to quash any topic that it does notwant discussed? Is it because there is asense that the party or parties in charge of the meeting agendas have greaterwisdom and insight as to what is a valid meeting topic than does the body ofall members present at the meeting?

The last line of the bylaw, a proposed addition would applythis rule to “any member meeting.â€￾ That would be all state level committeemeetings, all Chapter meetings, and all chapter level committee meetings. Can you imagine being at a chapter meetingwhere somebody brings up a timely topic – perhaps a matter of great interestthat arose after the meeting notice was distributed, there is a quorum ofmembers, every one of whom wants to discuss the matter… and then the ChapterParliamentarian remembers the changes to the Bylaws that occurred in mid-2014and pipes up “Hey guys, we can’t discuss this because it wasn’t in the meetingnotice.â€￾

Anyone who has participated in any state level or chapterlevel committees, or has attended more than a few Chapter meetings knows fromexperience that there are times when very valuable discussion occurs on a topicbrought up as new business, or just as a “Hey were you guys aware that…?â€￾.

Its most onerous use though, I suspect, will be thesuppression of a topic at the Association BoD meetings that is of great importto one or several chapters, but which the Executive Committee would not wantdiscussed or acted upon. I see it beinglargely ignored in most other settings to which it would apply, with the possibleexception of a few state-level committees.

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Article 4, Generally

The overarching objection I have to this portion of theBylaws is changing the office of Chapter Representative to that of Director.

For purposes of State law, our Chapter Representatives alsohold the post of Director, but the changes to the Bylaws isn’t merely a changeto the title for the sake of consistency with the language of the law, tofundamental role of the position would change dramatically. For the purpose of titling the post, we couldstill refer to it as the office of Chapter Representative. Heck, we could call it Grand Emissary for theEmbodiment of Chapter Views and Positions for all anyone cares, as long as itis also spelled out that they also fulfill the role of Association Director,and their duties as such are enumerated.

But the fundamental change is that once they are elected asa Director, their duty, their loyalty even, is to the state Association, evenif the interests of the state level Association is at odds with those of theChapter that placed them in the role of Director. They would not be at the BoD meetings torepresent the Chapter, but to govern the Association and then represent thestate level Association to the Chapter.

Directors, under these proposed changes work for theAssociation, are accountable to the Association, and represent theAssociation. They do not work forthe Chapter, are not accountable to the Chapter, and do notrepresent the interests of the Chapter. If an individual director thinks that his or her duty is to represent thechapter to the state Association and to be accountable to the chapter, thatDirector is mistaken, and I expect would be educated to that affect the firsttime they represent or advocate Chapter interests which do not comport with thestated current state Association interests.



Section 4.04


Itshall be the duty of the a Director directors to:

(a) Perform any and all duties imposed onthem collectively or individually by law, by the Articles of Incorporation,or by these Bylaws;

(b) supervise the officers and ExecutiveDirector of the Association to assure that their duties are performed properly;

(b) Fully abide in their fiduciary duty ofcare, inquiry, and loyalty. Directorsthat fail to abide in their fiduciary duties will be subject to disciplinaryaction.

(c) Meet Attend meetings at suchtimes and places as required by these Bylaws.

(d) Register their addresses with the Secretaryof the Association;

(e) Serve on Committees established by theseBylaws and by the Board of Directors.

Nothingin this section shall be interpreted to authorize any Director to act on behalfof the Board without approval of the Board of Directors. No individual Director shall have managementauthority simply by virtue of being a Director.



This is where the big change is proposed. Under the current version, the ExecutiveCommittee and the Executive Director are accountable to the ChapterRepresentatives, who are in turn accountable to the Chapters theyrepresent. And of course, at the Chapterlevel, the Chapter Officers are accountable to the general Corporate membershipof the Chapter. Under the current model,the officers of the Association and the Chapter Representatives, or Directorsserve at the pleasure of the general membership.

Under this proposed change, the Directors have a duty ofcare and of loyalty to the Association, which is headed by the officers makingup the Executive Committee. Itfundamentally reverses where the ultimate authority rests within the CaliforniaLand Surveyors Association. Under thefull effect of these proposed changes, the general membership and the Directorsserve the Association as governed by its officers. Under the proposed changes, a Chapter’sconcerns may be heard by the Board ifit pleases the Executive Committee.

This is not the proper structure of an Association oflicensed professionals, it’s the management structure of an employer, or the bureaucraticpower structure of a local government.

The last part added under this proposed change should notneed to be said. I don’t knowspecifically, but apparently it is a reaction to an individual ChapterRepresentative taking action and claiming that action to be on behalf of the entire Board. Anyone serving in thatpost should know better.

[E_Page]

Section 4.07

[Blowing by the housekeeping changes of the first paragraph]

When a Director,officer, committee chair, committee member, authorized agent, or employee ofthe Association acts outside their authority, or beyond their scope, theyforfeit the obligation of the Association to indemnify. Indemnification and the Associationsinsurance deal only with wrongful acts or omissions within the areas of theirauthority.



Setting aside that the last sentence is very poorly written,this provision would be effective whether or not it is in the Bylaws. I suspect though, that it is being added sothat someone could point to some action taken by an individual member holdingsome post within the Association, and attempt to put it into the context ofthis Bylaw for the purposes of disciplinary action.

The question would be though, who determines whether anaction taken by an individual is an action taken supposedly in the role of thatAssociation post or whether it was an action taken pursuant to some otherlegitimate position in another organization or even as a privateindividual. Since CLSA is a professionalsociety made up of surveyors, most of whom are employed by other organizationsor self-employed, all of which are also private individuals, and all of whommay represent overlapping interests by virtue of employment or membership inother organizations or with regard to private interests and concerns. Except where there is a duty toconfidentiality, CLSA has no control, and should have no control over one’sactions pertaining to the interests of individuals or the interests of otherorganizations to which an individual may belong and fill a position by whichthe action in question may be taken.

How does the party or parties scrutinizing such actiondetermine whether it was taken under the claimed authority of, or on behalf ofCLSA? It should be by a review of therepresentations made by the individual whose action is being questioned. Perhaps that is the criteria used, but thereis no mention of criteria by which to make such a judgment in the proposedaddition to the bylaw.

This is one more provision that lends itself to potentialabuse or misuse if one making a review of another’s actions does not know orchooses not to abide by the ethically proper criteria to make such judgment.

[E_Page]

Sections 5.04, 5.05, 5.06, & 5.08 (formerly 5.07)

Article 5 applies to Meetingsof the Board of Directors. There arechanges in each of these sections that remove the ability to vote by proxy. This change is purportedly to conform to somechange on the law governing non-profit corporations. Neither the ballot nor any of the otherdocumentation I received states which sections of the law that these changesconstitute conformance with. It may bethat there were some organizations that abused voting by proxy. It seems to me I recall some organization Ibelonged to at one time that gave you the right to assign some particularindividual as your proxy, and that was the only way that you were able to haveyour vote registered. Whether or notthat person would vote your way was beyond your control or your ability to haveany further input about.

But there are also legitimate reasons for designatingsomeone to vote for you by proxy. Particularly, a smaller chapter may have only 1 or two ChapterRepresentatives, and only one or maybe no alternates. If an emergency comes up for one of thoseRepresentatives, that representative is fully informed on a subject, has his orher Chapter’s approval on a vote, but is unable to attend, it makes sense togive that Representative’s proxy to the other Chapter Representative, orperhaps to a Representative of another Chapter with whom the absentRepresentative has discussed the matter(s) to be voted on and who can becounted on to vote as the absent Representative would have voted.

California law may preclude proxy voting altogether, but ifit does not, I oppose this proposed change because it potentially limits therepresentation of Chapters, and particularly of small Chapters for which theminimal representation they have by virtue of lesser membership numbers is allthe more critical.



Section 5.07


Anyaction required or permitted to be taken by the Board under any provision oflaw may be taken without a meeting if all members of the Board shallindividually or collectively consent in writing to such action in the mannerspecified in the California Nonprofit Corporation Law.



Now hold on a minute! A Chapter Representative would not be able to allow another Representativeto speak in his or her place and vote in his or her place at a live meeting,but if everyone is amenable to it, they can vote on matters important enoughthat they require the entire Board’s consideration by writing it down andsending it in, and without the discussion and deliberation afforded by a livemeeting?

I’m having trouble getting past that dichotomy. A Representative must be present to have one’svote count, unless no one wants to show up but still want their votes to count,in which case no one must be present, no discussion of the matter is required,and everyone’s vote counts.

Don’t get me wrong. Ican imagine a situation for which such a “mail it inâ€￾ vote by the Board may beappropriate. Perhaps the matter hadalready been discussed in depth and the Board was waiting only on one smalldetail of information to complete the picture. With that info, the vote can move forward, but it makes no sense to getthe several dozen Board members together just for that one vote. It is done often in the committees that Iserve on.

The problem I have is that this ability to vote and not bepresent does not mesh with the elimination of proxy voting, whereby one can beabsent and still have one’s vote count.

[E_Page]

Section 6.12

TheEditor shall prepare and publish a magazine quarterly magazine, oras determined by the Board of Directors that reports general businesstransacted and resolutions adopted by the Association at all general andspecial meetings within the prior quarter, items of general interest, and letterspertaining to the practice of land surveying in California. The editor shall be an ex-officio director butshall have no right to vote and shall not be a Director, as defined inCalifornia Nonprofit Corporation Law, Section 5047.



Why will the business of the Board not be reported in the California Surveyor? Where will it be reported in the future andhow will notice of it be provided to the general membership?



[I'm not done. Just done for tonight. I'll try to finish this up tomorrow.]

[mpallamary]

Great points Evan, My simple question is who is running the organization? It is obvious there is a serious conflict between the Central Office and the Orange County Chapter (and others). As such, a similarly obvious effort is being made to censure them. Of course the ultimate form of censorship is expulsion and from my perspective, these changes would essentially empower the Central Office to expel anyone who disagrees with its orders, mandates, and directives. We will not be an association - we will be Stepford Surveyors. The purpose behind these changes is quite obvious and they must be rejected in toto. We cannot permit the Central Office to dictate association policies and penalties.

[Tom Herrin]

Thank you Evan, for the long and detailed posts. I was considering something similar, particularly for Sections 2.08 and 4.04, and how they relate to the fundamental change in CLSA structure that you mention.

I hope members will take the time to read your posts, and would urge them to do so.

I am an active member of the organization, but not a director. I attend our local chapter meetings regularly, as well as getting to neighboring chapter meetings on occaision. I have missed the last couple of local meetings, but our local chapter president works in my office, so I have more or less kept up with issues affecting the organization. I am also in regular contact with several other directors in the organization.

The main point I would like to make concerns the timing on this ballot, and the standard of care, if you will, being taken in its implementation and review. This Ballot represents a major change in the structure of our organization, AND THIS BALLOT IS THE FIRST TIME WE ARE SEEING THE FINAL TEXT OF THESE CHANGES. I am not aware that this information has been distributed previously. Further, the due date for this process (9/10/2014) allows for NO DISCUSSION OR FEEDBACK to get back from the local chapters to the state organization. There is something very wrong with this picture.

A good point of contrast was the discussion relating to CLSA joining NSPS. With that issue, we had involved discussion at many of our local meetings, and I happened to be at other chapter meetings as well that discussed this issue. That topic went back and forth between the state and local sectors of this organization, with a solid dialogue occuring. I truly felt that my voice as a member was heard in that debate.

In this case, there is not even time to foster proper discussion on this issue.

I know that Ric and Michael Ford mentioned that this has been in the works for 3 plus years. I understand that, and I recognize I am not getting blindsided by the idea that changes in the bylaws were coming. That fact was reported on to our local chapter. BUT, I am getting blindsided with respect to the fact that this is the first time I am seeing the final text of this matter, and now I am expected to vote on this issue without the time to provide an appropriate level of discussion and feedback to my chapter represntatives (directors), which they could take back to the orgainzation as a whole?

Why the rush, why now? From talking with directors I know, they were not even aware of the 9/10/14 due date - who then is setting this date?

There are some serious questions that need to be answered with respect to this vote, and my personal viewpoint is that the whole thing is seriously flawed. I am talking specifically about process, procedure, and my previous questions about technical issues with the ballot. When we are talking about fundamental changes to our organzation, there can be NO questions about the validity of the voting process - it should be clearly communicated to all memebers how these issues will be handled.

[dmi]

I am extremely concerned by the vague wording of many of the critical items in the by laws proposal.

The expulsion provisions are entirely unacceptable. As I read them, one has to agree to abide by the bylaws as they are now or could ever be reconstituted and the interpretation of those bylaws by ONE unelected person.

I do not support the reprimand provisions. These provisions are vague and ill-formed. Furthermore they are antithetical to the interests of stakeholders, the dues paying chapter members.

When you vote on these bylaws ask your self this

How do these changes help me as a dues paying member?

Do I agree with the reasoning behind the change and will it further the democratic interests of the membership?

Will these changes advance the membership directed goals?

Remember that when this organization was form it was formed by members who created these bylaws and being like minded in their goal of promotion of the surveying profession willingly abided by the bylaws.

Something is very wrong when we come to this cross road and we are debating reprimand provisions and expulsion provisions to be implemented in the bylaws of a volunteer non-profit organization.

I urge members to vote no on all these changes.

[mpallamary]

Howdy everyone,

Im not a lawyer but it is pretty obvious what is going on here and what is most obvious is someone is getting bad unsophisticated advice.

This sudden urge to amend the bylaws is referred to by many as The Woolley Amendments. To recap, the present campaign to expel Mr. Woolley on October 4 is about him asking sensitive questions about the associations financial affairs and other topics, at the direction of his chapter I might add. The reality is these proceedings are defective. In order for the October 4 vote to be taken, the by-laws have to be redrafted to comport with the allegations made against Dave and they need to be done immediately as in right now! Because the terms of the expulsion campaign are not supported by the present by laws, someone decided that the bylaws have to be amended overnight so that when the vote is taken several weeks later, the proposed new bylaws will be in place to validate the October 4 action. This tact must be a product of all those hush-hush, secret meeting, legal advice chatter that no one can talk about. All these stunning new amendments that suddenly materialized such as 2.01.1 and especially 2.08 captioned Suspension and Expulsion are clear and obvious indicators that the actions being taken against Dave Woolley, under the present by laws, are defective if not out and out illegal.

Tactics like this are very common in the world of politics and that is something I know a bit about and it is things like this make you want to take a shower.

Follow your conscience.