Dave Woolley and Mike Pallamary.

[dmi]

I appreciate your taking the time to discuss these issues with me. What I read is the language as written.

[dmi]

I appreciate your taking the time to discuss these issues with me. What I read is the language as written. I understand that the language regarding the "designee" appearing in the section that outlines expulsion/suspension provisions. The question in my mind is how dose that fact modify or illuminate the intent of the following sentences. If one follows the rules of plain language interpretation, then it is easy to see how one could arrive at the readings that I have previously stated. So it is true, that the designee shall determine whether cause exists and the appropriate discipline, if any. It is also true that the board shall determine whether cause exits and the appropriate discipline. if any. So, the determination shall be made by either the Board or the designee. It would be clear that the choice of appropriate discipline is between expulsion or suspension, but for the following sentence that indicates that there are other unnamed lesser disciplines, with only "private reprimand" being mentioned. It should be noted that the issue is confused by a discussion of other discipline under the section dedicated to expulsion/suspension.

"The Board or its designee shall determine whether cause exists and the appropriate discipline, if any."

" The Board is not required to follow the above procedure when imposing a lesser discipline such as private reprimand."

Yes the board has the power to appoint a designee. In my view the process for this ought to be spelled out. This is really important when there is a conflict between the association and a member where member rights and responsibilities are considered in conflict with the interests of the association or the member's rights are in jeopardy. Perhaps the "designee" in this case ought to be a five-seven member committee elected at large by the board.

[7702]

"The Executive Committee has confidence in the CLSA CPA."

Per their letter Mr. Marois posted on the other thread.

Fair enough, but someone please explain why the Functional Expenses section for the 2012 tax filing indicates "0" dollars paid to accountants for the 2012 tax year? Nowhere on said form or the attached Schedule "O" is it disclosed that CLSA compensated a CPA or any other accountant. He can"t be a volunteer because the total number of volunteers listed is also "0".

Ian? Anyone? Can someone please provide a plausible explanation?

While I wait for a reply, I'm going to consult with my aunt, who actually worked as a CPA for California based clientele.

Thank you.

[JoeC]

Okay I must say. This whole thing is rather disturbing and embarrassing. There seems to be a lot of mistrust and accusations.

If you look online as why CLSA’s was created, it reads “California Land Surveyors Association was founded in 1966 to advance the interests of the profession of Land Surveying, to maintain the highest possible standards of professional ethics and practice, to encourage uniformity of practices and procedures, and foster public faith in and understanding of Land Surveyors and their work.”

Is this still CLSA’s goals? I don’t know…. The way I see it, we need to look at the entire organization as a whole.

Were there 2000 members in 1966? Did we have 20 Chapters throughout the state? Why do we only have five executive members?

I have seen many boards succeed and fail and have learned that mistrust is the death of the board. Again, there needs to be a change in the organization. CLSA’s membership and responsibilities have increased but the size of the executive team has stayed the same.

So why can’t we modified our bylaws to include seven Executive Members consisting of members from our Local Chapters and have thirteen Members at Large consisting of Chapter Presidents. Each Chapter would have equal representation. Our Chapters are what make CLSA a success.

This has to be about the members because without members you have no organization. Plus we need this powerful voice to represent us.

My head hurts……..
P.L.S. 8851

[dmi]

The ex com as explained to me IS A SUBCOMMITTEE of the Board. The reason for the numbers on this committee is as follows, president, treasurer, secretary, immediate past president, and executive director are typical officers of a corporation. CLSA is a corporation. What is confusing is that a typical corporate board is composed of officers of the corporation and this is considered the executive board where the decisions are made. Our corporate structure is different in that our executive directors, officers of the corporation, are on a sub-committee that reports to the full board and it is the full board that makes decisions. My statements here are general outlines and not meant to be definitive. So please excuse my lack of precision.

[marois]

The CLSA Board of Directors (BOD) is made up of elected Directors (Representatives) from each chapter based on the number of members in each Chapter (one for every twenty). For instance, San Diego Chapter has 5 Directors while a smaller Chapter like Bakersfield has only 2. The Chapter members elect the Directors. The BOD as a whole elects the Officers which comprise the Executive Committee (President, President-Elect, Secretary, Treasure and Immediate Past President). Currently there are about 60 members of the BOD.

The Executive Committee is made up with the Officers listed above plus two Directors (members at large) that are elected each year by the BOD plus the Executive Director. So there are a total of 8 on the Executive Committee. Dane is correct in that the Executive Committee is a subcommittee of the Board and is authorized to act on behalf of the BOD in between meetings. Any decision(s) made by Executive Committee, in between meetings, is reported to the BOD at the next scheduled board meeting.

Armand Marois

[DWoolley]

I have recently read some of the CLSA forum posts. I have decided, despite my hiatus, to chronicle some information in a series of threads and more importantly provide some additional documentation for the members to consider. I will be sharing my thoughts, information, and documentation in a series of threads that discuss the bylaws, taxes, contracts, my pending expulsion, the Orange County Chapter, the discussion board and the governance of CLSA. I would recommend interested readers to download or copy the information for retention when it is posted. For the curious, I was never banned from the discussion board; I would not count on a lack of capriciousness.

CLSA Structure

I have created and attached a rudimentary organizational chart showing the structure of CLSA. The basic components are the Members- which are organized into Chapters- which elect Chapter Representatives/Directors which elect Officers (President, President-Elect, Treasurer, Secretary, two Members at Large), and the Executive Director. Not all Members belong to a Chapter. Some Members belong to several Chapters but claim a home Chapter for counting Representatives. The Executive Director is not elected and is a non-voting position. There is a management company, Association Management Services ("AMS") that provides "management services". The Executive Director, Dorothy Calegari, owns the management company AMS. This has been the arrangement for over 30 years. The cost associated with the Executive Director and Central Office/AMS is approximately $175,000 per year without any reasonable itemization provided to the Directors.

CLSA Crosstalk

For those uninitiated on the inner workings of CLSA, at the state level, I will use Ian Wilson's ("IW") (CLSA Treasurer) recent posts on this thread as a reader's guide. I will admit to any readers my ability to translate coupled with the fact I have developed a lower than normal tolerance for nonsense and misdirection; I believe this is one trait that subjects me to the current expulsion effort.

On the forum, Mark Moore ("7702") asked straight forward questions which appear to be very honest and earnest.

Oftentimes, the first line of defense is to offer an answer that does not address the question. For example:

7702 Q: "Where is a copy of the contract for services that CLSA has with the Executive Director? Can someone post it on this forum?"

IW A: "This has already been done at the Board of Director’s meeting a few meetings ago."

(what?)

Truth: There is no contract with AMS. There is a three paragraph resolution which does not fulfill the essential basics of a contract (the latest version is attached). Orange County Directors asked the Board of Directors in November, 2013 to vote on putting a contract in place-the vote passed but it was not unanimous. There were actually folks that argued against having a contract. A proposed contract was subsequently offered by AMS to the newly formed committee-claiming it is their standard contract- which Aaron Smith recommended to the Directors that we accept, together with his high praise of AMS (attached). In his defense, like all of the other Directors, he hadn't seen the taxes yet. As for the contract, it was poorly composed. It lacked the basic elements of a proper contract (my comments submitted to the Board of Directors attached). One attorney, of the two I paid, told me in writing that CLSA is better off with no contract than to sign the contract presented. The Orange County Directors rejected this draft and asked that a real contract with basic material (required) terms such as the price for services be included in the next draft. No draft was ever returned – it has been almost a year since we asked for a new draft. No contract has ever been signed. Mark Moore-please note the proposed contract offered (last pages of the attachment) to CLSA includes "rent, repairs and maintenance, utilities, alarm security system, office furnishings, desks, filing cabinets, office supplies...office equipment and maintenance, software etc." an interesting contrast to the Treasurers response to your questions about "rent".

Note how many times thereafter Ian Wilson references "the contract"-as though it exists. The truth of the matter is we have annual financial obligations with the Executive Director ($45,000 ish), her management company ($125,000 ish), the Legislative Advocate ($50,000 ish), the CPA (unknown) all without any contracts in place. I mentioned this in our February newsletter and it was one basis for my private censure. There may be one for the Legislative Advocate now, but over the last 20 years we have operated without a contract. The only reason we may have one for the Legislative Advocate now is because the Orange County Directors asked for a copy of his contract when he requested a 20% raise. It took us 6-7 months, after being misdirected and handed a post dated contract, and several additional requests- the Executive Director admitted that there was no previous contract.

You see the offering of anecdotal information of little substance or correlation to the topic (e.g. ACSM, NAMM etc.) This serves to misdirect conversation and creates the opportunity to move away from the original question. When you read the follow up posts on the forum, the tactic worked, briefly. Very impressively, Mark Moore got back on point. Unfortunately, his actions and comments may result in being "privately censured". Never mind that there is no provision for private censure in the current bylaws. He should not expect to be able to defend himself either-it doesn't work like that, I know. One defender of the OC February newsletter stated that he didn't see a problem with the facts in the newsletter that led to my own censure, because they were true. Truth is irrelevant-when it makes "them" look bad.

Few people want to look foolish-especially in front of a group of peers. When Ian references his tutelage under his wife's resume. I read it as "don't worry yourself Mark Moore with all these numbers and ciphering, nothing to see here, move along. I know more than you about such matters".

Ric Moore's concept expressed that the bylaws were vetted and approved by 70+ people ... this was not the process at all. The Directors don’t have the authority to "approve" the bylaws-they approved the language to be sent, going to the membership for approval. Speaking for the Orange County Directors, as Joe Padilla's letter stated, we decided to get it to the members-thus our approval. Joe received a dressing down in a letter from the President for his letter to the members.

The "Timeliners"

As for Marois and Butcher and any other "timeliners", if you are a member of a chapter and didn't see the bylaws until they were mailed to you-so what? The Orange County Directors, based on the time required for editing, did not expect them to be released until well into 2015. I suspect we were not alone. When they were whisked away to committee, to be edited and approved for being sent to the membership halfway through the entire board’s on-going editing procedure - it was a surprise motion and more surprising it passed, but it did. A large percentage of members do not belong to chapters-they would have had no sense of the bylaws editing anyway- even if the Directors were talking to their chapters-again, so what is the point of discussing the timeline? It does nothing to address the real concerns over the language (thank you Evan Page, Dane Ince, Tom Herrin, Mike Hartley and others). If we're going to play timeline, I could add some facts in the "timeline" on a future posts for the readers to consider-such as why there is so much emphasis on "loyalty". I hesitate because it may misdirect away from the focus on the language.

DWoolley

[7702]

Dear You Know Who,

Tell me this just isn't true.

You stated publicly how much you looked forward to meeting me last night at the Chapter meeting. We shared intimate details about our lives, we laughed, we played, we lived, we drank. You answered sensitive questions while assuring me you would still respect me in the morning. And now you won't respond to my messages and you are nowhere to be found when I need you most? And I have to hear from someone else that maybe you been foolin' around?

If you didn't get hit by a bus or something, then you have some serious 'splainin' to do.

[LS_8750]

To me CLSA is a joke. I entered the Association in 2010, amidst the naked unashamed prostitution of the profession, blowing off all considerations of 8762, all considerations of professionalism, camaraderie, duty, ethics.

All this bylaw talk is bollocks, lip service. What is CLSA doing? Nothing. Sniveling about meaningless garbage while the fundamentals of the land surveying profession get yanked from under our feet.

Your semantics bore me. All of you.

[LS_8750]

My vote is no. My vote will always be no. At this point I will pay membership dues just to watch CLSA be dismantled to my satisfaction.

When CLSA functions to protect the profession of land surveying, then I am interested. By CLSA, I intend that to means its members. When CLSA does something meaningful to promote the profession of land surveying, the I am all ears.

Unless something is done quick, I am pulling my CLSA membership and handing my surveying department over to my GIS people.

[LS_8750]

My vote is no. My vote will always be no. At this point I will pay membership dues just to watch CLSA be dismantled to my satisfaction.

When CLSA functions to protect the profession of land surveying, then I am interested. By CLSA, I intend that to means its members. When CLSA does something meaningful to promote the profession of land surveying, then
I am all ears.

Unless something is done quick, I am pulling my CLSA membership and handing my surveying department over to my GIS people.

[dmi]

Please post that again, so I that I may be sure of how you really feel.

[7702]

Finally an officer or director that is willing to answer questions in addition to Marois and the clarifications posted by the administrator.

I very much appreciate the responses dispelling all the rhetoric and personal agendas.

Private message from Mr. Myron to his favorite officer:

"Hey buddy, WTH? Thanks for nothing! "

[7702]

Note:

Dane's last reply is to a post from another member who has since deleted his post.

[dmi]

Oh yeah that was great. He had double posted it and then he took both down. I cannot say that it added anything to the fire except PLENTY OF FUEL.

Mark thanks for worrying after this tax info. In the interest of proper and full disclosure, the prudent approach would be a conservative approach and that would dictate showing the amount paid to officers and/or entities that they control.

The purpose of the 990 is to disclose financial interests of the officers in the corporation. It is clear to me that the ED has a financial interest in the corporation and therefore is bound to disclose that fact.

At this point, I don't care what Dave Woolley has to say on this matter, or the ED, or the executive committee or the full board, or the obviously incompetent accountant.

An ordinarily prudent person can see that there is confusion and possible error on how to fill out a 990. An ordinarily prudent person can also see that it is really easy to contact the IRS and ask for instruction on how to properly fill out the form.

Why has this not been done?

Is the answer that you relied on the opinion of the accountant who has already demonstrated their innumeracy?

I hear folks express the concern that if we do not redo or bylaws, that we could lose our exempt status?

If this is a real concern, then why are you not concerned that we could lose our tax status over FALSE tax reporting? The only thing that matters here is how the IRS will view the issue.

I do not follow the logic that say's that because we have no tax liability then it is does not matter if we fill out tax documents correctly. I am fairly confident that the IRS would not subscribe to that view point.

[Jim Frame]

As a practical matter, I don't think the IRS is a major consideration -- CLSA is too small to worry about, so unless someone presses a complaint the IRS isn't going to waste its resources chasing nickels. However, I do agree that the way the books have been handled is inept, and think that there are too many questions about CLSA management that haven't been adequately addressed. The status quo ought not be allowed to persist.

[7702]

Some of you seem to think all this talk is "crap" and just want to talk surveying on this forum. And some of you don't care what Dave Woolley or Mike Pallamary have to say. Maybe we all better start caring a little more and start paying attention to what people are saying and what's going on inside this organization.

It appears to me that CLSA assets (cash only except for a copy machine) are dwindling at a rate that is impossible to ignore. A loss in net assets of approximately $400k from 2006 to 2012 (a 50% drop!)). Over a $100k drop in assets for 2012 (more than a 20% drop!).

I haven't seen last years report, but I assume the consistent loss of assets as reported over the last several years has continued. Indeed, the treasurer recently projected another $50 k deficit for the current tax year and stated the need to "borrow" from savings (CLSA's only assets other than a copy machine) to pay for additional expenses such as the increased legal fees that are expected.

Depending on net assets on hand at the beginning of this year, CLSA possibly only has about $200k remaining in net assets at this time (Please correct me if I'm way off base here).

With lawsuits pending against other members and other internal conflicts, its likely that this downward financial spiral will continue until the organization is no longer solvent, unless immediate and drastic measures are taken.

It's time to literally cut the losses or CLSA, along with this forum and the privilege to "talk surveying" on it will soon be a fading memory.

[7702]

"Mark thanks for worrying after this tax info".

You're welcome. I suspect there are a few others "worrying" about it as well.

[dmi]

My comment about not caring what Dave Woolley and others think was meant in a hyperbolic sense. My point is that there is a definitive point of view on the tax issues available.

[7702]

"Question: Would you be a fulltime Executive Director of our organization for less than $100,000? Neither would I. We simply do not have the budget for that kind of salary for an ED."

Actually, I would. It would be an honor. Besides, it appears the "budget" is actually closer to $180k.

There's a lot to do and time is of the essence, so when can I start?

[dmi]

2006-2012 timeframe covers the heart of the great recession, so I would not worry so much. What would be a concern going forward is a year over year lose for the years 13,14,15.

As far as I know THERE ARE NO LAWSUITS PENDING, but CLSA is spending money on an attorney to throw Dave Woolley out of CLSA. That expense is likely to be much less after October.

[7702]

Dane,

Please revisit some of the posts on this thread.

The treasurer already predicted a fifty thousand dollar loss for 2014. It could be worse than that since the vast majority of CLSA revenue is generated early in the tax year and the only unknown is remaining expenses for the year. (i.e., cpa and legal expenses which are apparently never disclosed).

[dmi]

Mark you are correct and generally speaking it does not look good. From a financial stand point the alarm sirens ought to be attenuated when the economy is bad. What is not forgiven is when everyone else is doing fine and you are not. If your company/corporation is losing money when everyone else is making money, then management has a problem. It is more difficult to arrive at the same conclusion when everyone else is suffering through a major recession.

[desert turtoise]

Respectfully, I don't know he is either nor am I interested.

I do know that some of us are in positions where opinions expressed can be detrimental via reactions from our employers (see other thread by LS who blew whistle and was fired from his city job of 26 years for making it known his boss failed to employ a LS in responsible charge), our supposedly neutral government regulatory agencies, and other entities and individuals.

Sometimes more good can be accomplished by respectfully making observations while remaining an unkown.


someone's earlier post
that you claimed that Stan Myron is your real name and you have always used your real name when posting here.

you stated that you received a ballot

you stated that you voted on the bylaws


from BPELSG

MYRON GEORGE C C 8159 CANCELLED

MYRONUK DONALD JOSEPH SF 2576 DECEASED

MYRONUK DONALD JOSEPH M 18215 DECEASED

BPELSG DOES NOT LIST STAN MYRON AS HAVING A LICENSE AS A SURVEYOR OR ENGINEER

STAN MYRON IS CANNOT BE A CORPORATE MEMBER AND THEREFORE NOT ELIGIBLE TO RECIEVE A BALLOT MUCH LESS VOTE

What do you call someone who intentionally misrepresents the facts....?[/QUOTE]

[land butcher]

"Question: Would you be a fulltime Executive Director of our organization for less than $100,000? Neither would I. We simply do not have the budget for that kind of salary for an ED."

Actually, I would. It would be an honor. Besides, it appears the "budget" is actually closer to $180k.

There's a lot to do and time is of the essence, so when can I start?

That's a lot of $$ for a ED that is ED of 5 or 6 other orgs. Sounds like the city manager of Bell, wearing 5 hats and claimed he deserved all 5 dept head salaries.

If a ED is ED of 5 orgs than a legitimate $100k salary would break down to $20k per org.