California Surveyors Forums

I assume that all corporate members got an email about voting on a proposed bylaw change regarding alternate directors. The fine points of this change are lost on me at this point -- I don't have any context in which to evaluate the proposal. Anyone care to provide some background?

P.S. The email from Kim Oreno contains instructions for accessing the bylaws on the CLSA website, but those instructions didn't work for me, and I was unable to find them there. However, the SurveyMonkey ballot contains a recapitulation of the process by which the proposed change was developed.

My connection was buggy, my vote was logged incorrectly and I was unable to edit it.

Larger chapters are not allowed to have sufficient alternates to ensure full attendance at the board meetings.
Currently, the max is 2 alternates which is fine if you have 1-4 directors.
In the rare occasion that multiple directors from one chapter can't make it those seats can be filled by the larger chapters with the bylaw change.

Thanks, that helps.

It is worth noting that the same chapter who is pushing this bylaw change was perceived to be overusing alternates and was cause for the change to the bylaws in 2014 which reduced the number of alternates to 2 per chapter. The debate at the time was that said overuse of alternates led to inconsistent and inadequate board member base knowledge of issues confronting the BOD from meeting to meeting.

Thanks William, that helps with my confusion.
Continuity is important, less "bulls in the china closet" that disrupt orderly progression of the meetings.
I was not there so so I will make no comment on the 2014 events.

Can an attending Chapter Rep carry a proxy? Or carry multiple proxies?

I kinda remember that it was permissible years ago.

Peter Ehlert wrote:Thanks William, that helps with my confusion.
Continuity is important, less "bulls in the china closet" that disrupt orderly progression of the meetings.
I was not there so so I will make no comment on the 2014 events.

Can an attending Chapter Rep carry a proxy? Or carry multiple proxies?

I kinda remember that it was permissible years ago.

SECTION 5.06 VOTING

The President, the elective officers, the Immediate Past President, and each Director shall have one vote on any matter presented to the Board of Directors for action. No Director may vote by proxy.

I noticed in the history that was presented on this bylaw change, there was a motion to add language stating that a chapter could not have any more votes than the number of directors they are allowed. I guess someone was trying to make sure that both the directors and alternative directors couldn't all come to the same meeting to vote. Why was the motion denied?

I was there in 2014, the bylaw changes were put forward to comply with the changes in codes regarding non-profits, according to the
management team in place at the time.
This is the first I have heard of alternate abuse, but I don't socialize much at these things.
I guess anonymous people don't need to have any basis for accusing said alternates of negligence. Shame.
That chapter has pretty consistently used the same spokesmodels in my time on the board.

Dedkad-It was reported to be redundant

Although some of the many, many bylaw changes voted on in 2014 included some updates to comply with non-profit/corporation statutes, the bylaw change to restrict the number of alternates had nothing to do with code compliance. Then, as is now, the number of alternates is not subject to restrictions per statutory direction. Instead, in 2014 the change to that particular item solely had to do with the observation of continual over rotation of attendance by a chapter resulting in lack of director continuity, director familiarity with ongoing topics and committment to the position. I wouldn’t go so far as to say it is equivelant to negligence. More just a relization of the benefits of continuity and experience by those empowered to make decisions.

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The chapter that magee continually directs his accusations and invective toward seems to be one of, if not the most coordinated chapter in terms of existing issues within CLSA. I've never noticed that their use of alternates has ever had a disrupting effect on a meeting. I'm not sure how a chapter would abuse the use of alternates except perhaps to bring all directors and alternates to a board meeting and have them all attempt to vote.

Not sure if that's what magee is insinuating. At first it seemed to be he was accusing the unnamed chapter of exactly that type of abuse, but then he started backpedaling to a claim that the alternates simply have no clue as to the background of the issues they're voting on and thereby disrupt the business of CLSA by voting ignorantly. If that's been a problem, then it would make more sense to get rid of alternates altogether for all chapters. Better to deny some chapters proportionate representation than risk having the uninformed screw up what we're trying to accomplish. Isn't that how representative democracy is supposed to work? Actually, I must have missed that principle in civics class.

I haven't been aware of any chapters overvoting by use of alternates. Does anyone know if that's ever actually been a problem within the CLSA? Seems like one of those times rumplestiltskin tried to say something damning about someone, or a particular group without actually clearly making the charge or clearly identifying his target.

Without a particular dog in this fight, it makes little difference to me how the vote goes, but as a means of better ensuring equitable representation for general members, it seems like an appropriate change.