The voting process currently underway in this matter appears to be illegal under Connecticut law:
“Prohibition on Proxy Voting
In Connecticut, as in most other states, directors may not vote by proxy. The theory behind this prohibition is that the discussion and interchange of ideas that occurs at board meetings is essential to the informed exercise of the directors’ fiduciary duty to the corporation.
An e-mail vote – that is, a proposal circulated and responded to by e-mail – is essentially a proxy vote delivered electronically.
The prohibition on proxy voting by directors has its roots in case law developed over many decades, known as “common law,” and eventually codified in statutes. The law regarding proper board action is substantially the same under the common law and under statutes governing business corporations and nonprofit corporations. In fact, most of the law developed in the business (or stock) corporation arena, but is applicable to nonprofit (or nonstock) organizations. But nonprofit organizations, whose directors are usually uncompensated volunteers, may be particularly prone to allowing their directors to vote by e-mail.
The principal Connecticut case on the issue of proxy voting by directors is a 1956 business corporation case called Greenberg v. Harrison. In Greenberg, the court invalidated the repayment of a loan by a corporation to its lender. The loan was to continue for one year unless earlier repayment was approved by unanimous consent of the directors. Finding that there was no unanimous consent because one director gave a proxy to another director but did not attend the board meeting, the court explained:
The affairs of a corporation are in the hands of its board of directors, whose duty it is to give deliberative control to the corporate business. This requires the physical presence of a director at directors’ meetings, and he cannot act by proxy.” (emphasis added)
Source: Connecticut Association of Nonprofits <http://ctnonprofits.org/ctnonprofits/sites/default/files/fckeditor/file/resources/publications/NPA-articles/NPA0611_EmailVoting.pdf>
Doug
K4AC
From: arrl-odv [mailto:arrl-odv-bounces@reflector.arrl.org] On Behalf Of k6jat@comcast.net
Sent: Monday, September 26, 2016 12:31 AM
To: Marty Woll <n6vi@socal.rr.com>
Cc: arrl-odv@arrl.org
Subject: [arrl-odv:25758] Re: Commentary on K4AC matter
After reviewing all of the ODV e-mail on this subject, I share Vice Director Woll's concerns and join in them.
I would respectfully add that it is a basic tenet of corporate governance that proper adherence to and respect for process serves to support the legitimacy of Board decisions. While this Board a month or so ago seemed willing to cede some of its decision-making authority to the Executive Committee, circumventing the customary means of arriving at a determination of an issue by the Board appears to further erode its relevancy.
Robert's Rules of Order provides the following guidance on decision-making through communication solely by written means:
"[A] group that attempts to conduct the deliberative process in writing (such as by . . . e-mail . . .) - which is not recommended - does not constitute a deliberative assembly. Any such effort may achieve a consultative character, but it is foreign to the deliberative process as understood under parliamentary law." (Robert's, 11th Ed., p. 98.)
While the Committee's decision very likely will be upheld in any event, the process is important.
73,
Jim K6JAT
From: "Marty Woll" <n6vi@socal.rr.com>
To: arrl-odv@arrl.org
Sent: Sunday, September 25, 2016 1:12:45 PM
Subject: [arrl-odv:25754] Commentary on K4AC matter
As a “short-timer” with no stake in this matter other than as a Life Member, I feel compelled to comment.
I am disturbed by the idea that a group of three Directors could declare an elected sitting fellow Director ineligible to run to retain his seat on the Board, and I find it incredible that other Directors would take the E&E Committee report at face value and vote not to even allow him to engage the Board in a discussion of his case. I would expect any of you who have any misgivings about taking a hurry-up-and-decide approach to such a serious matter to vote affirmatively on the motion to review the E&E decision regarding K4AC. A “Yes” vote does not mean you agree with Doug’s position or disagree with the Committee’s conclusions; it simply means you want a chance to hear both sides, evaluate the process and consider the ramifications of the proposed action rather than standing by and letting it happen.
What kind of wild conclusions could an outside observer draw from the proposed E&E action absent a full; Board review? That anyone who runs for President and loses will be effectively kicked out? That anyone who is openly critical of Board decisions or processes will be prevented from remaining on the Board? That the Board thinks so little of members in its largest Division that it would deny them the right to decide on the candidates for themselves? I would hate to see the members of this Board open the door to speculations such as these by sitting on their hands and refusing to give the matter a fair and open discussion.
As an aside, after Director Norton’s opponent in the 2007 election was disqualified (an action he neither expected nor requested), the result was lingering hostility toward the League for years by some of its members. Had that election been allowed to go on, I am certain Dick would have won anyway (as he did against the same opponent in 2010 by a 2:1 margin), and I expect much of that anger would not have arisen.
Won’t you at least give this matter a hearing and consider the repercussions?
73,
Marty N6VI
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