[font="]B[/font][font="]ylaw [/font][font="]P[/font][font="]roposal [/font][font="]C[/font][font="]larification[/font]
[font="]I have heard that CLSA is in the process of expelling a member. Comments indicate that the expulsion is because the leadership is angry due to sensitive questions being asked. What is going on? Why isn’t this reported to the membership?[/font]
[font="]Just as an employer would not publish employee reviews or disciplinary actions, a Board of Directors does not publish disciplinary actions of a Director. For the good of the Director and the Association, confidentiality is maintained. [/font]
[font="]Although we will not disclose the reasons for any possible disciplinary action, we assure the membership it has nothing to do with sensitive questions being asked. Lately, the Board of Directors has been dealing with an unprecedented situation; one that has forced the Board to take action under attorney-client privilege session. We ask that you can maintain trust and confidence that they will do what is in the best interest of CLSA.[/font]
[font="]I have heard that these bylaws are being rushed through and that there is a sudden urge to amend the bylaws in order to discipline a member. [/font]
[font="]This is completely untrue. There has not been a rush to amend the bylaws. In fact, the bylaws have been under review since April 2012. Further, the current bylaws and the California Nonprofit Corporations Code already provide the means to discipline a member. The proposed bylaws amendments and disciplinary actions of a member are not related. [/font]
[font="]I have heard that CLSA is not following proper procedures to discipline a member. What does the law require to expel or suspend a member?[/font]
[font="]Corporate Code, Section 7341, specifically defines what is “fair and reasonable†in regard to expulsion or suspension of a member. The proposed bylaws mimic the requirements outlined in Corporate Code. This includes 15 days notice and the ability to be heard orally and in writing not less than 5 days prior to the effective date.[/font]
[font="]The proposed bylaws amend Section 2.08 dealing with expelling a member and includes the statement: “The Board or its designee shall determine whether cause exists and the appropriate discipline, if any.†What does this mean? Who is the Designee?[/font]
[font="]Section 2.08 provides the Board of Directors the option to appoint a Committee or individual to decide a disciplinary case. However, any action will still require a 2/3 vote of the entire Board of Directors – a “designee†cannot make the final decision. Only the Board has the power to expel a member.[/font]
[font="]A complete history of the proposed changes to section 2.08 is attached.[/font]
[font="]I have heard that the proposed bylaws reduce the notice time for a special meetings. Is that true?[/font]
[font="]No, that is absolutely not true. The proposed bylaws amendment actually increases the notice time for special meetings from seven to ten days. California Corporate law only requires 4 days by mail or 48 hours by phone. See Corporate Code Section 7211.[/font]
[font="]I have heard that the proposed bylaws fundamentally change the structure of CLSA and members will not be represented.[/font]
[font="]The proposed bylaws do not change the structure of CLSA. CLSA, just as any other corporation, is governed by a Board of Directors. The Board of Directors is elected by the membership through the local Chapters. Each local Chapter qualifies to elect one Director for every 20 members. The CLSA Board of Directors consists of 55 members (all licensed Land Surveyors) from around the state.[/font]
[font="]There has been confusion regarding the term “representative,†and many people believed that a Chapter has the right or authority to direct a Director on how to vote on a matter before the board. This is simply not true. The change in name from “Representative†to “Director†in no way changes the structure of CLSA. It only more clearly identifies the Directors’ position on the Board. [/font][font="]The “duty of loyalty†and a “fiduciary duty†of a member of a Board of Directors (whether their title be “representative†or “directorâ€) are defined by law. [/font][font="]Under California corporate law, a director (representative) is sent to the state board to exercise sound business judgment, and to serve the best interests of the entity (Association) and its members as a whole, not simply to cast votes as directed by the chapter. See attached article on Board Members and Conflicts of Loyalty.[/font]
[font="]I heard that the bylaw proposal removes supervision of the Executive Director and that she will have unchecked authority should the bylaw proposal pass. True or False?[/font]
[font="]False. Some members have drawn this incorrect conclusion based on amendments to section 4.04. This amendment actually clarifies the difference between the Board (as a whole) and a Director (an individual). If you review all the changes to section 4.04 you will note that the entire section is modified to reflect the duties of Directors as individuals. The individual Directors (for which there are nearly 60) do not have individual authority to supervise the Officers, Executive Director or any other contractor hired by CLSA. That authority rests with the Board as a whole body and is already outlined in section 4.02; and the Board’s authority to supervise the Executive Director is virtually unlimited. [/font]
[font="]The proposed bylaws eliminate the ability to vote by proxy. Why?[/font]
[font="]Proxy voting is prohibited by the California Nonprofit Corporation Code. See Code Section 7211 (c)[/font]
[font="]I have heard that the proposed bylaw changes will weaken larger Chapters because of the limit on Alternate Directors.[/font]
[font="]CLSA like most corporations is governed by a Board of Directors. However, CLSA is unique in that it allows for Alternate Directors. Alternate Directors are given the same authority as a Director and are allowed to fill-in at a Board of Directors meeting in the absence of the Director. Most corporations do not allow for an alternate. When the Policy and Procedure Committee first reviewed the bylaws they recommended removing the option for an Alternate. There are only 4 meetings that Directors must attend each year and the Committee reasoned that the rotating use of Alternate Directors does not allow for the consistency needed when topics overlap meetings. [/font]
[font="]The Board of Directors did not favor the elimination of Alternates but instead limited the number of Alternates that can be elected. The proposed bylaws limit the number of Alternates to 2. That provides every Chapter, regardless of how many Directors they elect, 2 Alternates that can fill-in in the place of an absent Director.[/font]
[font="]Directors are making a commitment to attend 4 meetings each year when they agree to accept the position. There should be no reason that this amendment should weaken any Chapter – large or small. [/font]
[font="]Why do the members have so little time to review the proposed bylaws? Why not provide opportunity for members to participate in the process?[/font]
[font="]The bylaws set forth the process for bylaw amendments, and opportunity for member input has been fairly extensive. See Article 15 which outlines the 30 day timeline and process. However, CLSA values input from the membership and every member, for the last several years, has had the opportunity to review the proposed bylaws and provide input - prior to adoption by the Board of Directors and dissemination of the ballot. Here is a timeline…[/font]
[font="]April 2012[/font][font="] the Policy and Procedure Committee was formed. They were directed to revise the bylaws to address confusion on the issue of fiduciary duty and bring the bylaws into conformance with the California Corporations Code (Nonprofit Corporation Law).[/font]
[font="]June 2012[/font][font="] the Policy and Procedure Committee met for two days and reviewed the bylaws. The Committee used the Corporations Code, Law of Association, and Legal Guide for Association Board Members as resources.[/font]
[font="]November 2012[/font][font="] the Executive Committee and the Association’s attorney completed the review of the proposed bylaw amendments.[/font]
[font="]January 2013[/font][font="] the agenda was emailed to all Board members, Chapter Officers and Past Presidents. The agenda included the proposed bylaws that would be reviewed at the February 2013 Board meeting. Chapters reviewed the bylaws and provided feedback with written comments, questions and suggestions being submitted to the Board of Directors.[/font]
[font="]February 2013[/font][font="] the Board of Directors reviewed the bylaws through Section 5.04. Some items were approved and others sent back to the Policy and Procedure Committee for further review and research.[/font]
[font="]April 2013[/font][font="] the agenda (with the proposed bylaw amendments) was emailed to all Board members, Chapter Officers and Past Presidents. This provided further opportunity for Chapters to review the proposed bylaws with their membership.[/font]
[font="]April 2013[/font][font="] the Board of Directors further reviewed and modified the proposed bylaws.[/font]
[font="]July 2013[/font][font="] the agenda (with the proposed bylaw amendments) was emailed to all Board members, Chapter Officers and Past Presidents. This provided further opportunity for Chapters to review the proposed bylaws with their membership.[/font]
[font="]July 2013[/font][font="] the Board of Directors postponed further review of bylaws until the November 2013 meeting.[/font]
[font="]October 2013[/font][font="] the agenda (with the proposed bylaw amendments) was emailed to all Board members, Chapter Officers and Past Presidents. This provided further opportunity for Chapters to review the proposed bylaws with their membership.[/font]
[font="]November 2013[/font][font="] the Board approved the remaining bylaws and sent those items referred to committee back to the Policy and Procedure Committee.[/font]
[font="]February 2014[/font][font="] the Directors were asked to bring the bylaws back to their local membership discuss, and send all comments to Jay Seymour by February 24th. Several emails were received by the membership.[/font]
[font="]March 2014[/font][font="] the Policy & Procedure Committee met. Bylaws were reviewed and edited based on feedback received.[/font]
[font="]March 2014[/font][font="] the agenda (with the proposed bylaw amendments) was emailed to all Board members, Chapter Officers and Past Presidents. This provided further opportunity for Chapters to review the proposed bylaws with their membership.[/font]
[font="]April 2014[/font][font="] the Board of Directors approved the bylaws to be sent to the voting (Corporate) members for final vote.[/font]
[font="]As you can see, any member actively participating at the local level would have had ample time to review and provide input into the process – before it was sent to the membership as a ballot. In addition, members who are interested in CLSA operations, but are not attending Chapter meetings, have opportunity to follow the activities of CLSA on the Members Only website. There is a link to “Board of Directors†where minutes are posted. The minutes include the proposed bylaws.[/font]
[font="]Since the bylaws were approved in April, what took so long to get the ballot out to the membership?[/font]
[font="]It takes a significant amount of time to prepare a mailed ballot. In addition to preparing the proposed bylaws amendments, which included two years of proposals and changes, there was also a very detailed ballot prepared. And, as mentioned previously, contrary to the comments on the Discussion Board, there was no rush to amend the bylaws.[/font]
[font="]I have heard that CLSA leadership censors members and that directing comments to the Board of Directors is futile given all the censorship that goes on. Is CLSA censoring members?[/font]
[font="]The accusation of censorship is blatantly false. There is no censorship of any kind going on and there never has been any censorship. Further, in any case of removal of a post, the original starter of a “thread†has been notified. Any removal of posts on the discussion board had to do with anti-trust concerns or the posting of other people’s work product. A simple review of the current comments on the discussion board is a great indication of the outright lack of censorship. [/font]
[font="]Further, the CLSA Board of Directors has never refused to review a comment or suggestion from a member. [/font]
[font="]I have heard that CLSA is not “transparent†and CLSA does not report actions to the members.[/font]
[font="]Board minutes, Executive Committee minutes, Annual Financial report and Summary of Major Actions of the Board of Directors are published on the CLSA Members Only website. Certain matters, such as employment issues and legal matters are required to be handled confidentially. However, topics discussed and decisions made by the CLSA Board and Committees are not held as confidential unless there is a compelling business reason to do so.[/font]
[font="]I have heard that CLSA does not comply with federal laws regarding conflict of interest and whistleblower policies. In fact, I heard that CLSA “refuses†to adopt these polices. Is that true?[/font]
[font="]CLSA complies with all federal mandated laws. CLSA does have a Conflict of Interest policy which has been adopted by the Board of Directors. A whistleblower policy is not required and CLSA has yet to adopt one. However, CLSA has never “refused†to adopt a whistleblower policy. The suggestion of a whistleblower policy is something that just popped up on the Discussion Board recently. There has not been a Board of Directors meeting since the suggestion was posted, and no proposal to adopt a whistleblower policy has been received. [/font]
[font="]Why are some CLSA members, even a few CLSA Directors, being critical of CLSA? [/font]
[font="]In short, some members have difficulty accepting the decisions of the majority. The CLSA Board is required by its own Bylaws and by California Corporations laws to act democratically, by majority vote (or sometimes higher thresholds, if required by the Bylaws). Most board members agree to abide in the decisions of the majority. Some board members, however, have difficulty accepting the decisions of the majority, and insist on things being done the way they want them done despite the democratic vote(s) of the Board. These leaders sometimes attack the decisions of the Board after the fact, and make inaccurate and unsupported claims that CLSA is corrupt, negligent or acting unlawfully. This conduct is unfortunate as it sometimes results in wasting the Board’s time, or undue effort and expense for the Board to try to correct the record and make what it believes is the right thing happen.[/font]
[font="]The fact is that the vast majority of CLSA directors, each of which is a devoted and careful leader, each of which is subject to fiduciary duties of care and loyalty, and each of which voted to support the proposed bylaws changes. These same directors diligently oversee CLSA activities and operations. In short, the CLSA Board is doing its job carefully, and is deserving of each member’s support. [/font]
