The Tangled Web We Weave

[geronimo 1]

The Tangled Web We Weave........

Greetings USPA members!

Many members have questions about the USPA proxy in the May issue of
Parachutist. Some questions are related to the legal nature of the
procedures, some are related to the issues and how that influences how
USPA is run.

It is my belief that the vast majority of jumpers want to make up their
mind about the issues based on information and not be told how to mark
the proxy. A lot of jumpers do not know the background or history of the
issues on the 2003 proxy. In an effort to fill you in on the details and
historical track record of USPA, here is a summary of what has come
before. I am still awaiting some answers from HQ about the details of
procedure at the July GMM. I will post that information when I obtain
it.

I also compiled data from the past 8 USPA elections.
Please refer to
http://ParachuteHistory.com/skydive/uspa/elections/eleccandidates.html

Below are excerpts (I think I got them all) from BOD Meeting Minutes & a
few other places in chronological order.

........

In 1998, National Director, Billy Richards, proposed the following
motions at the July BOD Meeting:

Motion 70: Failed, 5/10 (Mr. Richards)

Move to delete Paragraph "B" of Article X of the Constitution and
By-laws which reads: "A motion to amend a section referring to size,
composition, or election of the Board of Directors shall be submitted to
a vote of the General Membership by mail ballot."

Motion 71: Failed, 4/13 (Mr. Richards)

Move to change Paragraph "B" of Article X of the Constitution and
By-laws to read: "A motion to amend a section referring to size,
composition, or election of the Board of Directors shall be submitted to
a vote of the General Membership."

Motion 72: Passed, 10/7 (Mr. Richards)

Move that Sec. 1,"Election Schedule" be changed to read: "Biennial
election of the Board of Directors will be held every even-numbered year
as follows, with at least one month between each phase of the election:
July- Nomination of Candidates
August- Publication of names of nominees
September-Ballot election by mail
October- Announcement of the New B.O.D. & its Members
January- Seating of the new Board"
And submitted for the 1998 Ballot for approval by the General
Membership."

........

On the election ballot of 1998 there was a referendum that read:

The biennial election of the BOD will be held every even-numbered year
as follows, with at least one month between each phase of the election:
July- Nomination of Candidates
August- Publication of names of nominees
September-Ballot election by mail
October- Announcement of the New B.O.D. & its Members
January- Seating of the new Board"

Each member could mark For or Against.

The membership voted 1919 to 736 to approve this measure.

........

At the January 1999 BOD Meeting, the following motion was passed:

Motion 38: Passed, 22/0 (Mr. Hayhurst)

Move to table any action on the referendum until the next meeting, until
Constitution and ByLaws Committee presents a legal clarification to the
Board about how Article IX, B, "changes to size, composition and
election to the Board" is to be implemented.

(Refer to Motion 67, U.S.P.A. Board of Directors Meeting, Portland,
Oregon, 10-12 July, 1998)
[My note: the referenced Motion number is incorrect. It was Motion 72.]

........

>From the July 1999 BOD Meeting Minutes:

The President brought to the committee's attention that a correction
that was supposed to be made at the July 1998 BOD meeting had not been
done. The committee reviewed the correction resulting in the following
motion:

The committee reviewed Article IX of the Constitution and Bylaws
resulting in:
Motion 7/22: Passed, 21/0 (Mr. Gramando)

Article IX C. Change to Read: A BOD motion to amend a section referring
to size, composition, or election of the BOD must be approved by
two-thirds (2/3) majority of the BOD present and then go to the General
Membership by mail ballot and be approved by two-thirds majority of the
votes cast.

The committee reviewed the July 1998 BOD minutes and discovered an error
resulting in:

Motion 8/23: Passed, 22/0 (Mr. Gramando)

Move that motions #65, 66, and 67 of the July '98 BOD meeting be removed
from the Reapportionment Committee Report and be placed at the end of
the minutes under a general section and that the Reapportionment
Committee reflect "No Report".

The committee spent 4 months studying the all the action surrounding
motion #67 of the July 1998 BOD meeting. The report is to be an
attachment to the minutes.

Motion 9/24: Passed, 22/0 (Mr. Gramando)

Move that motion #67 (72) of the July 1998 BOD meeting in Portland,
Oregon, be rescinded and thereby annulling all actions resulting from
motion #67 (72).

Motion 30 of the January 1999 BOD meeting was brought off the table and
placed before the BOD plenary session and was passed. The motion read as
follows:

"Move that we: 1. Amend Article III, Section 2 from a two-year term to a
three-year term 2. Amend Article IV, Section 2 from a two-year term to a
three-year term 3. Amend Article V, Section 1 to read: election of the
B.O.D. will be held every three years... 4. Amend Article V, Sections
3&4 to read: '..ensuing three years.' This will begin with the year 2000
elections."

The motion was passed 20/1 abstention (Mr. Gramando)

........

At the January 2000 BOD meeting, every Board Member was served with a
lawsuit by Tracey Bartels. The lawsuit said that the BOD's actions of
recinding the results of the referendum were illegal. The rule about a
2/3 BOD approval before a change was submitted to the general membership
was not in existence when the referendum was passed by membership. The
suit also mentioned the 1980 precedent [when the regions were last
re-apportioned] that only a majority of participating rather than a
majority of total members is needed to change any part of the
Constitution relating to the size, composition and election of the BOD.
Source: Skydiving Newsmagazine #224

........

>From the July 2000 BOD Meeting Minutes:

Bartels vs. USPA: We continue to be plagued by the lawsuit which was
instigated by one of our previous Board members who wanted to get his
way, no matter what. While this will be an expensive endeavor for the
members of this association, and a time-consuming one for the Staff and
Board, I hope we can turn this obstacle into an opportunity as well.
Because our association is incorporated in the State of New York, we are
forced to abide by an ineffective means of operating as a membership
association.

It may be time to re-incorporate in a new state, whose laws provide for
a more practical means of operation. And while we are in the process of
re-incorporating, it may be time to re-evaluate the function of the
Board, and its relationship with the membership, and the Headquarters
staff.

These responsibilities will fall on a new Board and its new leadership.
In the meantime, let's be as productive as we can at this meeting, and
leave a well-functioning Board for the new guard to inherit.

and

Bartles vs USPA: Chris Needels presented an update on status of this
litigation. USPA's attorneys continue to believe we have a very strong
case. A decision is expected to be made in the coming weeks.

and

Financial impact of Bartels vs. USPA, et al lawsuit.
Discussion between USPA and Association insurance carrier ongoing
regarding insurance deductible amount for which USPA is directly liable.
Current status of case is pending a summary dismissal filing by USPA
attorneys. The lawsuit is costing a significant amount in terms of
Headquarters time and effort which is being displaced from other
members' needs.

........

>From the January 2001 BOD Meeting Minutes:

Quorum of USPA Membership: As with most not-for-profit corporations,
USPA must garner votes from a quorum of its members in order for the
membership-at-large to change corporate policies. During the past year,
it was determined that the laws of New York State set this quorum at
50.1% of the association's registered members. These state laws also
provide a means for reducing the size of the quorum to a more practical
size limit. In addition, there is a means to reach a quorum through the
use of proxy voting. The committee believes that USPA's members wish to
have a practical means to make policy changes via the
membership-at-large, but that the membership does not want to put any
mechanism in place which would subject the association to abuse by a few
narrowly focused members who do not represent the best interests of the
majority of the members. Executive Director Chris Needels agreed to
obtain a legal opinion on the various options by which USPA can garner
proxies under NY state law, and to determine if there is a "default"
proxy provision which allows USPA to assume proxy authority if no
response is received after solicitation for same. Chris will present
the information he finds to the committee, and make proposals on how
USPA can prevent abuse which could occur with a quorum as small as a few
hundred members present or represented by proxy at a GMM.

Proposed amendments to the election of the Board of Directors: Roger
Nelson presented a paper which proposed three modifications involving
the election of the BOD. He and the committee acknowledged that no
changes to the BOD election policies will take place until the
membership quorum issue is resolved.

1. Extend BOD terms to three years: Roger suggested that this would
save money on the election process, and provide a longer time frame for
BOD members to address current and future affairs of USPA. The
committee forwarded this proposal to the Nominations and Election
Committee, with the recommendation to support it in principle. The
committee believes that if approved, this proposal would not have any
negative impact on the association.

2. Change the voting time frame as follows: July-nomination of
candidates; August-publication of nominee names; September-start mail
ballot election; October-announcement of new BOD. Roger suggested that
this schedule would generate a larger voter turnout, because jumpers
were more prone to voting if the election took place during the active
jumping season throughout the country. The committee did not have
strong opinions on this proposal, but did see some potentially negative
aspects of adopting this election schedule. One could be creating a
situation whereby drop zone operators would have an undue influence on
the outcome of BOD elections. The committee forwarded this proposal to
the Nominations and Election Committee, with the recommendation that
future BOD elections require voters to only use original ballots sent to
them - by post or electronically.

3. Term Limits: Roger proposed prohibiting BOD members from serving
consecutive terms, but that they could be re-elected after sitting out
one term. This proposal was forwarded to the Nominations and Elections
Committee, with the recommendation to not implement term restrictions,
since there is no evidence that new BOD members serve the membership any
better than incumbent BOD members. The committee believes that the
membership can benefit from continuity among its BOD members, and that
it is better to let the members elect the BOD from among any and all
members of the association.
Regarding all of the modifications proposed by Roger, the committee
recommends that these issues could be presented to the members - along
with statements pro and con for each issue - and let the membership
comment on these issues via a message to USPA's website, or with a
traditional letter. It is believed that the BOD could use these
comments to become better informed when addressing these issues in the
future.

........

>From the July 2001 BOD Meeting Minutes:

Confirm that Article IX - Amendments, Paragraph C [which refers to a
mail ballot for size composition and election of the Board] was removed
from the new Governance Manual, due to the fact that the motion for this
amendment was not allowed under the laws of the State of New York:
The Board is officially notified that New York State Law does not allow
the USPA Board to adopt the existing Article IX C in the Bylaws, and
therefore it has been removed. This deletion will be reflected in the
next printing of the Governance Manual.
Establish a legal and practical means to change the size, composition,
and/or election of the Board of Directors, which is not easily subject
to abuse:

and

Chris Needels investigated this issue at great length through
discussions with USPA s counsel, and through research of ASAE materials
and records. After reviewing various possible options, the committee
recommends that the size of the quorum needed to conduct USPA business
during a General Membership Meeting be reduced considerably. If this
action is approved by the Board, the committee recommends that
Headquarters conduct a comprehensive effort at soliciting proxy votes
from the membership to enable the Board of Directors to legally enact
changes to the size, composition, and/or election of the Board of
Directors at the February 2002 General Membership meeting. Some of the
possible changes could be to extend the term of Board members to three
years, to change the time frame of the election process, and/or
reapportion the composition of the Board of Directors.

........

In December of 2002 USPA solicited a blanket proxy from members. There
were not enough proxies submitted to establish a quorum at the Feb 2002
GMM.

........

>From the Feb. 2002 BOD Meeting Minutes:

The Constitution and Bylaws Committee conducted a joint meeting with the
Nominations and Elections Committee, to facilitate an effective and
accurate understanding of Nominations and Elections policy issues -
especially with regard to what changes could or could not be made to
existing Nominations and Elections policy. After some discussion, it was
determined that Bylaws Article IX allows for any Nominations and
Elections policies to be changed or adopted - as long as these new
policies are not in conflict with existing Nominations and elections
policies contained in USPA's Constitution and Bylaws.
Despite this restriction, it was clarified that the Board could make
certain modifications to USPA's existing governance structure, in an
effort to improve membership services - such as modify the number of
Regions, modify the number of Regional Directors on the Board, and
re-draw Regional boundaries.

and

3-1.2B3 Petitions
The committee had discussed and reported from our previous meeting out
intent to revise the petition requirement for candidates. Since the
proxy failure did not allow the necessary change to Article IX of the
Constitution & By-Laws, we were unable to make those changes proposed by
Mike Mullins and tabled debate on any amendments.

Tabled Items
Due to [my note: should read Because of ]the failure of the Proxy Vote,
the committee tabled discussion on the proposed changes to the election
schedule, elimination of petition requirements, restructuring of
Regions, a 3-year term proposal, and term limits.

........

>From the July 2002 BOD Meeting Minutes:

A. Motion from C&BL - BJ Worth
"Add to Article II, Section 1 of the Bylaws, the words 'or by proxy'
between '…in person…' and '…at the meeting.'"

Motion 9: Passed (20/0) (Mr. Yahrling)Mr. Nelson absent from room
"To move Proxy motion to new business."
Instead, it was addressed by the Constitution & Bylaws committee and
reported on there.

and

Motion 28: Passed (20/0) (Mr. Perry)
"Move to change Governance Manual 1-1, Article II, Section 1, third
sentence to read: 'A quorum of the general membership shall be 10 % of
the total membership. Regular members are entitled to vote either in
person or by proxy.'"

........

>From the January 2003 BOD Meeting Minutes:

Motion 40: Passed, 13/8 (Mr. Goswitz-Against) (Mr. Mullins)
"Move to solicit members' proxies to change the USPA By-Laws by
eliminating the National Director Nominating Committee and eliminating
the Regional Director Candidate petition requirements."

Motion 41: Passed, 14/7 (Mr. Mullins)

"Move to solicit members' proxies to change the USPA By-Laws to make the
term of office of USPA BOD members and officer's 3 years, such change to
be effective with the USPA election held in 2004.

Motion 42: Passed, 17/3/1 (Mr. Mullins)

Move to solicit members' proxies to change the USPA election schedule as
follows:
August- Nomination of candidates
September- Publication of names of nominees
October- Ballot election by mail
November- Announcement of new USPA BOD.
Seating of new USPA BOD at the next scheduled BOD meeting.

........

In the May 2003 Parachutist, USPA printed a specific proxy with the 3
issues of:
1. extended terms
2. earlier election schedule
3. elimination of petitions for RD Candidates.

........

I hope this helps explain things. ;)

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I have a dream that my posts will one day will not be judged by the color of the fonts or settings in a Profile but by the content.
Geronimo_AT_http://ParachuteHistory.com