[AlpacaTalk] Comments on NC,IOE,AOBA BOD,abstaining from a vote

 

I'm more than a bit behind on the discussions on the hot topics related to the NC resigning so maybe some of this has been hashed and rehashed to the point that no one is interested anymore.  If that's the case simply hit the delete key now.  I also can't keep track of who said what on which discussion group so I'm hitting all three with this email.

 

First a disclaimer - I am not a legal mind so anything stated here should be view with that in mind.  Second, I was a member of last year's NC, so I have recent experience that should have some value.

 

The sections of the AOBA bylaws granting authority to the NC for the purpose of assembling a slate of candidates, possibly providing a procedure for candidates to submit supporting narrative as to their qualification for the position (I say possibly since they are not required to do so) conducting the election and reporting the results, can't IMO give absolute and unbridled freedom to the NC to do as they see fit.  Unfortunately the bylaws do not give much direction to what the NC can and cannot do.  That's unfortunate because each NC can then expect to do what it see fit, changing year to year as new NCs see different priorities.  The thing I think MUST be remember is that if the NC requires anything of the candidates or the process that is not specifically granted by the bylaws, they can easily get into areas that the BOD should have not only the right but the responsibility to reign in.  A NC could easily abuse it's limited responsibilities in the absence of some entity having oversight.  Since the bylaws are silent on limits to what the NC can do, there is no other process or entity to exercise that oversight other than the BOD.

 

During my time on last year's NC, more than once I voiced opposition to proposed plans and procedures.  Those oppositions were along the lines of: We have no responsibility for keeping candidates from saying something stupid, not our role,  the voting members will have to sort that out. We have no responsibility for insuring candidates do not put themselves at a disadvantage by something they say or do or chose not to do.  And as I recall at least one time I stated that what was proposed was probably not legal and I wanted to know if AOBA's errors and omissions insurance covers the NC members.  That was pursued with the AOBA office, the answer came back that yes we were covered.  It's interesting that this year, the answer is no, the NC members are not covered.  So was I really at risk last year??

 

IOE - Unfortunately the bylaws' requirements for this position allow for quite a bit of latitude in who can fill that position, mostly only stating who cannot.  Now, this part is very important - what I state here IS NOT directed personally at the recently resigned IOE, Jim Patrick.  Jim may have very well conducted the responsibilities of the IOE masterfully but I have to ask, what is the IOE doing conducting business with the NC?  At simple face value, a relationship between the two certainly raises the appearance of conflict of interest if not impropriety.  The IOE should have zero interaction with the NC, his or her responsibilities being restricted to this (taken from the bylaws):  "The Nominating Committee may appoint an Independent Inspector of Elections, who shall supervise the election, count the ballots, tabulate the results and report in writing to the Membership and the Board of Directors the names of those elected."  Nothing in that allows for interaction between the NC and the IOE and IMO for good reason.  The NC exhibited a serious lapse of good judgement in this one.

 

On a director abstaining from a BOD vote:  Seems there are some getting into quite a twist over this.  Why?  It is wholly improper to cast suspisions on a candidate for doing so w/o knowing the reasons.  What should in fact be a significant concern is when directors should abstain or recuse themselves and they do not.  The membership should be outraged over that but those instance seem to go unnoticed.  Do members not read the BOD meeting mins and if they do, are they unable to put two and two together?

 

I suspect the unfortunate recent turn of events is the result of a NC wanting to do so much more than what they are charged with doing or what is reasonable and not liking the fact that the BODs would not simply go along with them.  They may have had the best of intentions, but IMO probably overzelous.

 

Elden Harms

Token Creek Alpacas

Sun Prairie WI

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