On October 17th, 2012 in direct contravention of the By Laws of LCHS, Ann Davidson, Mary Lou Davidson, Christine Probst and Michael Howe were allowed to maintain their positions on the Board of Directors when they had not renewed their memberships for the entire 2012-year!!!! Not only that but Ann Davidson kept the position of President!
3.02 DIRECTORS TO BE IN GOOD STANDING Each Director, for forty-five (45) days prior to his or her term of office, at the time of his or her election, and continuously throughout his or her term, shall be a member in good standing of the Corporation
According to the letter recently sent to the fifty plus membership applicants which gave notice of the B of D’s declining the applications, it was stated that three new Directors are to be installed on January 16th, 2013. Heinz Probst and Judy Haist are two of those potential Directors. Interesting that both of these people have been on the LCHS B of D in the past so it is rather obvious that they too have no issue with non-compliance. The memberships of these two potential Directors were confirmed on December 19th 2012. Now, I am no mathematician and we are all aware of Strooband’s inability to keep track of numbers but even he or even Joe Kushner (the professor) or Membership Chair, steady Eddie (HAHAHA) should able to count the days on a calendar and December 19th to January 16th is NOT 45 days!
Here’s some more: On December 19th 2102, Tom Manney, Vice President and Grace Pang, Secretary were denied renewal of their Membership for 2013 as was I. There are a few issues at stake here, the first is the by law which references the “expulsion” of a Member:
First issue:
8.08 Expulsion of a Member Any member can be expelled by the board, by a two-thirds vote, for non-payment of dues, or after a notice and opportunity for hearing, for conduct unbecoming a member.
Well I know I paid my dues, which as of this writing has not been returned to me. I did not receive any notice of conduct unbecoming so I would like to know why I was refused renewal? I would at least like to be advised as why I am no longer suitable for membership and I would like the opportunity to refute any erroneous allegations as is accorded to me by the By Laws. I am sure that Tom Manney and Grace Pang would welcome the opportunity to do so as well.
Second issue:
3.08 Removal of Directors The members of the Corporation may, by resolution passed by at least two –thirds vote, CAST AT A GENERAL MEETING of which NOTICE SPECIFYING THE INTENTION TO PASS SUCH A RESOLUTION HAS BEEN GIVEN, remove any Director before the expiration of is/her term of office and may by a majority of the votes cast at such a meeting, elect any person in his/her stead for the remainder of his/her term, in accordance with this by law.
Well, on December 19th, I was a member of LCHS as were a number of other people and no one that I have spoken to was given notice there was going to be a resolution made on December 19th to remove Tom and Grace from their respective offices. Oh and by the way, the meeting of December 19th was a Board of Directors’’ meeting NOT A GENERAL MEMBERSHIP MEETING. It is two-thirds of the MEMBERSHIP at a GENERAL MEMBERSHIP meeting that determines if a Director is removed from office prior to the conclusion of his/her term.
According to this by law, Tom Manney and Grace Pang should still be on the Board of Directors and holding their respective offices of Vice President and Secretary.
Third Issue:
5.03 Oath of Office Before being eligible to hold office, Officers ad Directors, as elected, shall take the oath of office within forty-five (45) days immediately following the election, and shall CONTINUE TO HOLD OFFICE UNTIL THEIR SUCCESSOR HAS BEEN DULY APPOINTED OR ELECTED AND TAKEN THE OATH OF OFFICE.
I reiterate, according to this by law, Tom Manney and Grace Pang should still be on the Board of Directors and holding their respective offices of Vice President and Secretary.
A number of weeks ago I was so incensed by the blatant disregard for the By Laws by the very people that are to abide by these rules to the letter that I sought counsel from a Corporate Lawyer that is very well versed in Not For Profit Corporate Law. At the time I spoke with this Lawyer I was addressing only the first situation, that of Davidson, Davidson, Probst and Howe. I was advised this behavior by the B of D was “actionable” and would probably be successful which would mean the overturning of the reinstating of the fabulous four. I in turn advised numerous people involved with NKSC this is the case. Since that time the B of D has completely ignored the By Laws of the Corporation and continues to function outside the regulations of its own rules.
FYI!!!
The Not For Profit Corporation Act specifically states that a NFP must hold an Annual General Meeting no later than fifteen (15) months from the date of the previous meeting.
The last LCHS AGM was April 2011. I know where we go with the darn math again. I believe that April 2011 to January 2013 is, ummmmmmm TWENTY -ONE MONTHS
Also, referring the recent letter sent out by Steady Eddie of behalf of the B of D, he makes mention of changes to the By Laws. Note the By laws regarding amendments in ARTICLE 10
You may download a complete copy of the LCHS By Laws here.
Random thoughts 