An Amendment to the WBCCI Constitution

[Nuvite-F]

Originally Posted by Forrest

The current constitution has no provision for replacing it. Don't count on a 2/3 majority being required.

Well, the truth is, don't count on anything about the WBCCI.

As Mistral Blue is fond of pointing out, the Executive Committee is an unreviewable power. The IP can simply decree that the new constitution is in place, and who can say him nay?

In fact, we kinda just saw a demonstration of that.
.

[Forrest]

Originally Posted by wheel interested

For the life of me I cannot see what the IBT or more specifically the EC, adds to the experience or what units need with them at all. What do they do for us if anything?

I agree, excellent question. What will we be getting next year for $75 (I think the dues go up another $10)?

Other than the International Rally and Blue Beret, what do we get? What we enjoy most from the club are our Unit activities. These are the people we travel with, break bread with, rally with. All International has been is a big pain in the you know what.

If we didn't have the International officers what would we do differently? Oh, that's right, we'd just have fun, fellowship, travel and adventure. The ONLY thing that has kept us in the Club is our Unit.

[mistral blue]

Originally Posted by 65GT

See, for them to be successful they need to find a way to break that Airstream only requirement, regardless of the details.

Yep...

Originally Posted by 65GT

Go viral and if you get yourself tossed out in the process -- it's far easier than simply walking away.
__

Thousands of ex-Big Red Numbered members over the past 30 years might disagree a little with you on that one!

[Gene]

To really know how to replace the constitution with a new one, it would be good to read the Articles of Incorporation and Ohio corporate law to see if there's anything about replacing the documents. Otherwise, it appears the amendment process in the present constitution can be used to just amend the whole thing. Unless the present constitution has a different process for replacing the whole thing, you can amend everything after the word "Constitution". And if there were a different process, maybe they could amend that first. For what it's worth, the WBCCI "constitution" legally would be considered "bylaws" and the bylaws would be below that in authority. The Articles of Incorporation are equivalent to a constitution, bylaws are like statutes and anything else (what the WBCCI calls "bylaws") would be like regulations. Corporate governance parallels government structures and were copied from them.

Going back to the 1780's, when the Congress recognized the Articles of Confederation weren't working, they called a convention to propose amendments to it. The delegates to that convention ignored the call, wrote a document with a strong central government, executive, judiciary and Congress and submitted it directly to the states. It did not require a majority vote of the states to adopt it and the Continental Congress was also ignored. That was the 2nd American Revolution. The Articles were forgotten but strict construction might be the Articles are still the national government and the "founding fathers" usurped it. For the WBCCI leaders to simply decree a different method to replace the document also would be revolutionary and illegal. But they can amend the whole thing. More historical trivia: If you believe the Articles government is the true government, then Ohio isn't a state but is part of the Northwest Territory and probably has no corporate law. Since Congress didn't formally accept Ohio into the union in 1803 when it was presumably admitted by the "revolutionary" government, you could argue Ohio still isn't a state, but the "revolutionary" Congress cured that in 1953, retroactively admitting Ohio again. What does this have to do with the WBCCI? Not much, but if Ohio weren't a state, Warren Harding and William McKinley wouldn't have been president and John Kerry would have been.

Gene

[mistral blue]

Originally Posted by CrawfordGene

... if Ohio weren't a state, Warren Harding and William McKinley wouldn't have been president and John Kerry would have been.

Gene

You forgot Ulysses S. Grant, Rutherford B. Hayes, James A. Garfield, Benjamin Harrison, and William Howard Taft.

[Nuvite-F]

Originally Posted by CrawfordGene

To really know how to replace the constitution with a new one, it would be good to read the Articles of Incorporation and Ohio corporate law to see if there's anything about replacing the documents. Otherwise, it appears the amendment process in the present constitution can be used to just amend the whole thing. Unless the present constitution has a different process for replacing the whole thing, you can amend everything after the word "Constitution".

I don't see that replacement is anything different than amendment--thereby requiring a 2/3 majority under the constitution in effect at the time of the proposed replacement--but it doesn't matter. The Executive Committee can do anything they want and nobody can stop 'em short of a lawsuit, and frankly, I'm not sure it's worth the trouble.

They can have their club and I'm going camping and traveling with my friends. (I guess if we travel together and don't call it a "caravan" we won't get a letter from their lawyers.)

Everything I've incorporated, the lawyers have told us to make the Articles of Incorporation as minimal as the Secretary of State will allow, so as to avoid tripping over them later. In the states I've incorporated, the Secretaries of State didn't seem to mind very minimal AoI's.

Here's WBCCI's :

http://www2.sos.state.oh.us/reports/...&Din=D067_1917

Also an amendment when they changed the name in 1963
http://www2.sos.state.oh.us/reports/...&Din=B333_0441
.

[wheel interested]

Originally Posted by Forrest

I hope none of you missed that Treasurer Bob Moss made a "motion", but that the President ignored it altogether.

One almost wonders if every member couldn't file a grievance against the leadership for the misdeeds of Friday's business. It certainly was not ethical or constitutional in its actions. There ought to be a removal or change in leadership over such serious and deliberate infractions as occurred.

[Buttercup]

Can anybody say "Vote No Confidence"? I see a t-shirt coming for International.

[Lily&Me]

Originally Posted by wheel interested

One almost wonders if every member couldn't file a grievance against the leadership for the misdeeds of Friday's business. It certainly was not ethical or constitutional in its actions. There ought to be a removal or change in leadership over such serious and deliberate infractions as occurred.

But file a grievance WITH WHO? They make, interpret and enforce the rules, and are not even good for their word. Are they going to apply sanctions against THEMSELVES? I don't think so.


Maggie

[wheel interested]

True. Once I thought that arbitration outside of the WBCCI held out hope for members but now I just feel squelched. Someone should write a victims impact statement for the general membership. Flying flags and marching on stage, the pats on the back and all the special recognition is a tough act to witness, and I do mean act. It seems all that is left to do is to complete the total disconnect that leadership initiated. I can't "renew and be their friends." I am ashamed of the behavior I have witnessed. They think the club is sullied by negativism from membership being critical, well that was the best of motivation increasing involvement and trying to work towards a better club. What truely has sullied the club is the deceit and duplicity of their conduct. Leo's right, the history and legacy of Wally Byam isn't meted out with a payment of WBCCI dues, it belongs to all of us.

[Coloradobus]

I'm so sad from fridays event, I can't further comment. Just can't! Done!

[Boondocker]

YouTube - I'm shocked, shocked to find that gambling is going on in here (Casablanca)

[Forrest]

Originally Posted by wheel interested

It certainly was not ethical or constitutional in its actions. There ought to be a removal or change in leadership over such serious and deliberate infractions as occurred.

I've been hoping that some of you might have picked up on my comment about Bob Moss speaking "I move..." The fact is that out of that very lengthy and public argument no motion was made.

That means that no business was conducted. Business is only brought before the assembly (in this case the board) through the process of making a motion (followed by debate and vote). As emotionally upsetting as it all was, the board failed to take any action on how the DENCO motion should be processed. Neither did the board assert any of its Constitutional authority over its Constitution and Bylaws Committee, or Chairman Don Shafer.

When Dan Neumarkel read sections from the Constitution to assert the board's authority, and asked if the board had authority or not, President Beu responded that, Yes, the board has full authority to interpret the Bylaws and Constitution, BUT the board cannot do something that is not constitutional (yes, I know that is a double negative).

This non sequitur is all too common among the leadership. How?It is true that that board has complete authority to interpret the Constitution and Bylaws. It is also true that the Board can not do something that is unconstitutional. Two statements that are used to contradict each other can not both be true. One must be false.

Yet, the President's response must have completely baffled the Board because they never asserted their authority. Instead, they allowed President Beu to renege on his promise.

[Forrest]

Here's a very good explanation from Self-reference and Circular Reference

"We can have two (or more) statements that are not self-referential, but refer to each other. This situation can lead to the same logical problems that self-referential statements can, but the situation can be very complicated:"

"#1: Statement #2 is true."
"#2: Statement #1 is false."

"Assume statement #1 is true. Then statement #2 is true. But, statement #2 says that #1 is false, which is a contradiction. Therefore, statement #1 is false. That makes statement #2 false. But, statement #2 says that #1 is false, which is true, which is a contradiction. There is a circular reference going on here. These two statements contradict each other, and are neither true nor false."

"Do you actually believe that? Well, let's state: "Statement #2 is neither true nor false." Therefore statement #1, which says that #2 is true, is in fact false. So, it does have a truth value, after all. But, statement #2 actually says that statement #1 is false, which it is. Therefore statement #2 is true. So, both statements have truth values. Then we get right back into the circular reference: Statement #1 actually says that statement #2 is true, so it too is true, but it says that #1 is false... What I'm saying is that saying that either (or both) of the two statements has no truth value (true or false), leads to a contradiction, just as we do when we say that both do have truth values. And so, these two statements not only have no truth value, but they cannot even be examined with the tools of logic!"

[Forrest]

This all reminds me of something I was told when I was a cop: "If you can't dazzle them with logic, baffle them with B***S***."

[wheel interested]

From one of my all time favorite movies,

It's all show business only not quite so splendiferous, however they do daze and dizzy us no more questions...well done!

YouTube - Razzle Dazzle Chicago Movie

and do we know any tap dancing committee members? Did they say renig on pledges? Corruption? It is enough!

YouTube - a tap dance

like puppets? Oh yes oh yes oh yes oh yes Who's talking now? Work that PR! It's so defensible, comprehensible, not a bit reprehensible.

YouTube - Chicago - We Both Reached For The Gun

[Gene]

Originally Posted by Forrest

Yes, the board has full authority to interpret the Bylaws and Constitution, BUT the board cannot do something that is not constitutional

That statement by a member of the IBT should have been: the board has authority to interpret the Bylaws and Constitution*, so long as it is not unconstitutional.

The problem is: who ultimately determines what is permitted under statutes and organizational documents and what authority do they have to do so?

Since corporations do not have a supreme court, it is left to the board guided by the parliamentarian and sometimes lawyers, to interpret the organizational documents. The parliamentarian advises the chair and the chair rules on an issue. Such rulings, if the organization follows Roberts' Rules, can be challenged and overturned by a 2/3 vote. Members can challenge these things in court. Because there are state statutes governing corporate procedures, these often play a part.

Everyone has an opinion on what these rules and statutes really mean—there are no collections of words written by humans that don't mean different things to different people. Lawyers who spend years interpreting corporate documents and laws disagree at times. So do judges. Laws change and contradict bylaws and other documents. Documents and statutes are not always drafted well. Amendments are added that contradict other parts of a document or are drafted poorly. Interpreting is not easy.

I suppose corporate bylaws or Articles of Incorporation could provide for a "supreme court", but that seems like overkill and ultimately expensive. And it's clear to me a determined board of directors or other governing body can subvert the rules if it wants to—that's when the members can sue if they have the determination and money to do so. In small nonprofits like the WBCCI, the governing body can be fairly sure that won't happen.

Sometimes members can follow the political solution—organize and take over. That may takes years and years; for many it just isn't important enough for them to devote time for politics. There's the biological solution—eventually the leaders die, but they may have rigged the system to hand over leadership to clones. Other members simply go elsewhere or remain unconcerned. Most fall in those last 2 groups.

*In the law, the WBCCI "constitution" would be considered "bylaws". The WBCCI bylaws are rules or procedures that cannot contradict the "constitution", Articles of Incorporation or state and federal statutes and court rulings. Bylaws generally deal with internal governance—what the board does, elections, membership, amendments, grievances, conflicts of interest, standing and special committees, and other such details. The Articles usually are very simple and can be contained one page giving the organization flexibility to change as times change. Sometimes there are "rules", "policies" or "regulations" in a separate document that provide more detail, perhaps about rallies or caravan or in the case of my water company, details of water delivery and billing. The WBCCI calls these "bylaws" thus confusing the usual terminology. They may be easier to amend than the "constitution" in WBCCI nomenclature or "bylaws" in most corporations, or not. In an incorporated business, there may be an "employee handbook" which is somewhat similar to rules and policies and is another whole area of contention in labor law.

Gene

[Forrest]

Originally Posted by CrawfordGene

That statement by a member of the IBT should have been: the board has authority to interpret the Bylaws and Constitution*, so long as it is not unconstitutional.

Gene,

You might be missing the point of my sarcasm. No matter how he might have phrased his statement, the WBCCI Constitution gives the board full authority to interpret the Constitution and Bylaws. Since they have that authority, there is nothing they can do that would be unconstitutional because they get to define what is and isn't - period.

That's what my amendment wants to change.

The odd thing about this past Mid-Winter IBT meeting, is that this board didn't seem to grasp that they have that authority and not the President. Yet, they let him bamboozle them into acting as though they don't. I don't know if he meant to do that, or if he acted on bad advice, but the result is evident. He's between a rock and a hard spot. It will be very difficult for him to regain his credibility and the longer he waits the worse it will get.

[LI Pets]

Originally Posted by Forrest

the WBCCI Constitution gives the board full authority to interpret the Constitution and Bylaws. Since they have that authority, there is nothing they can do that would be unconstitutional because they get to define what is and isn't - period.

That's what my amendment wants to change.

....the CURRENT WBCCI Constitution, again wait for the new one!

[eubank]

Originally Posted by LI Pets

....the CURRENT WBCCI Constitution, again wait for the new one!

Can you give us an ETA on the new draft?
Lynn