The Great Debate [Archive] - The Unvarnished Truth

BMCM Wray Gillette (Ret)

09-20-2008, 09:16 AM

Okay guys, let's use this thread as "The Room" for the CPOA. How did it get into the state of flux that it's in? How do we fix it? Who do we blame? Who do we fire? He11 where is Jimmy Hoffa's body while are at it?

ROUND 1 DING DING DING

Bruce, I don't know how things got in the state they are in now.. I would only be guessing...but, I would say the way to fix it is to start with officers that know the rules, will abide by the rules, and try things back together. The CPOA needs new blood.

The rules seem to me to be one of the confusing things to people. We, as an organization need to find out what needs to be followed, publish it, and then, follow them...

Who we blame doesn't really matter any more. We all can share a small part of the blame for not being more involved.. myself included... but, living where I do, like other retirees, doesn't help us be involved. Had I retired in the Yorktown area I would have been much more involved. While I was on active duty, I tried to be actively involved.

Bruce, no need to worry about Hoffa's body.. I sure Geraldo is still working on that one ;)

Wray... :cool:

BMCS Charlie Womack (Ret)

09-20-2008, 10:56 AM

Greetings All,

Not to worry about the blame, Jim has already placed it all on me. I accept!lol

My question, is what is the problem? We need to really narrow it down. (I already know what Jim will say) Are we talking about actual problems that will not allow us to operate as a great organization, or just personal preference. Are there some things we need to change? Yes, I think so but if we don't does is stop all operations? Are we so petty, that we are more worried about bylaws instead of

MEMBERSHIP GROWTH
FINANCIAL GROWTH
WORKING IN THE ELECTRONIC AGE
FINDING WAYS TO SUPPLEMENT OUR STAFF
NEW or BETTER BENEFITS
WHAT IS HAPPENING ON THE HILL
ETC ETC ETC

I believe the administrative stuff will take care of itself, So, what is the real problem?

Charlie

CMC Bruce Bradley

09-20-2008, 11:13 AM

My question, is what is the problem? We need to really narrow it down. (I already know what Jim will say) Are we talking about actual problems that will not allow us to operate as a great organization, or just personal preference. Are there some things we need to change? Yes, I think so but if we don't does is stop all operations? Are we so petty, that we are more worried about bylaws instead of

MEMBERSHIP GROWTH
FINANCIAL GROWTH
WORKING IN THE ELECTRONIC AGE
FINDING WAYS TO SUPPLEMENT OUR STAFF
NEW or BETTER BENEFITS
WHAT IS HAPPENING ON THE HILL
ETC ETC ETC

I believe the administrative stuff will take care of itself, So, what is the real problem?

Charlie

More worried about the by-laws then? Charlie I keep saying that the general membership knows nothing about what the leadership is doing. One of the things that keeps allowing that is that our by-laws allow for the constant hide and seek or king of the hill games.

Yes I agree with you the items you listed should be of importance to a healthy growing organization. But is that how you would classify the CPOA? If you don't have a solid foundation upon which to build your vision then what keeps it from becoming another shipp wreck.

And correct me if I'm wrong on this point, but we seem to have left the administrative stuff to it's self long enough and nothing has been taken care of except increasing the size of the mess in my opinion.

MSTCS Jerald P. Motyka

09-20-2008, 12:07 PM

I think one of the bigger problems is that the general population has no clue as to what the CPOA is, what it does, and what it means to them individually. The CPOA has done a great job of not tooting any horns and not telling anyone what they do for so very long, that they now exist in a vacuum - and since there are only a handful of people that have any clue as to what they THINK the CPOA does, it can very easily be led astray from its original and intended path.

Ask any average Chief what the CPOA does and they won't be able to give you a good answer - heck, I would bet that most MASTER Chiefs wouldn't be able to answer that question!

This is like a guy that has his nose stuck in the sports records books so deeply that he hasn't seen an actual sporting event in years and has no clue as to how games are even PLAYED now.

This begs a serious question, though.

With the changes in society and how we as a people have changed, do we even NEED the organization any more? When was the last time it actually DID anything for the Coast Guard CPO corps? (this feeds off of the lack of information flowing from the organization). Why bother, when we have the Fleet Reserve Association, the AUSA, the AFSA and several other military organizations from DOD that have much more representation, much more funding and a helluva lot better concept of information flow?

I'm not espousing dumping the organization, I am just bringing the topic up for discussion.

BMCS Charlie Womack (Ret)

09-20-2008, 12:26 PM

More worried about the by-laws then? Charlie I keep saying that the general membership knows nothing about what the leadership is doing.Then we need to elect new leadership One of the things that keeps allowing that is that our by-laws allow for the constant hide and seek or king of the hill games. We have leadership that skirts around the bylaws and anything else he does not like. Leadership is the problem. If the Pres followed the bylaws by the letter, there would be no hide and seek

we seem to have left the administrative stuff to it's self long enough and nothing has been taken care of except increasing the size of the mess in my opinion.

We do have a couple of small fixes to make, but they are not overcomable. So what if everyone get to vote on bylaws amendments and revisions? It it really a problem except for the various interpretations of the law we all keep throwing out there. This does conflict in my opinion but it was 2/3 who voted it there. Is it illegal? no Unusual? yes Seems easy to fix for me, but one person is not a 2/3. We bring it up again and see what happens.

There is talk about we can only have a general membership meeting that requires a general membership quorum. Now, I ask you, who is going to show up? Chapters pay to send delegates. If we go to a membership meeting I certainly would not have our chapter pay for someone to go and vote for themselves. How many would pay out of their own pocket to attend the annual convention. We get less than a 100 now and chapters and some tad is being used for funding. Yes there are some who go on their own, but very few. Without an annual meeting, there is no oversight. The Board could do as they please, and no one to stop them. They could do away with elections, and no one to stop them, they could spent our money and no one to stop them, So I ask, which best serves the association? no oversight, let a board do it alone, Or have Chapters committed to sending reps to look over our organization and set it's direction?

Two governing bodies? Please see my last couple post in "Discussed yet again."

And as I was asked in another thread, meeting once a year worked fine for years so what has changed now. Are Chiefs not as capable?

It did not work fine for years. And Chief's are more capable today than they were back in the day. As Jim has stated over and over the annual meeting was the Board of Directors. Then, when was the last time every chapter president attended the annual B O D meeting? We had to go to proxies just to get a quorum. When was the last time every Chapter had a representative. I would venture to say every vote asked for from national presidents of the B O D (chapter presidents) between annual meetings did not get a reply either. Some of them probably could not even been found. No it did not work fine!

If we want to make this about the bylaws and ensure a strong foundation the I ask again WHAT IS THE PROBLEM?

To say "it is illegal" or "it is not in compliance with the law" or other catch-all phrase, does not address the issue. Get specific. What is the problem so we can address it. How is it a problem, How does it affect us, How do we address it, what is the permanent solution?

Charlie

CMC Bruce Bradley

09-21-2008, 08:58 AM

MKCM Jim Bridges (Ret)

09-21-2008, 10:15 AM

We do have a couple of small fixes to make, but they are not overcomable. So what if everyone get to vote on bylaws amendments and revisions? It it really a problem except for the various interpretations of the law we all keep throwing out there. This does conflict in my opinion but it was 2/3 who voted it there. Is it illegal? no Unusual? yes Seems easy to fix for me, but one person is not a 2/3. We bring it up again and see what happens.

There is talk about we can only have a general membership meeting that requires a general membership quorum. Now, I ask you, who is going to show up? Chapters pay to send delegates. If we go to a membership meeting I certainly would not have our chapter pay for someone to go and vote for themselves. How many would pay out of their own pocket to attend the annual convention. We get less than a 100 now and chapters and some tad is being used for funding. Yes there are some who go on their own, but very few. Without an annual meeting, there is no oversight. The Board could do as they please, and no one to stop them. They could do away with elections, and no one to stop them, they could spent our money and no one to stop them, So I ask, which best serves the association? no oversight, let a board do it alone, Or have Chapters committed to sending reps to look over our organization and set it's direction?

Two governing bodies? Please see my last couple post in "Discussed yet again."

And as I was asked in another thread, meeting once a year worked fine for years so what has changed now. Are Chiefs not as capable?

It did not work fine for years. And Chief's are more capable today than they were back in the day. As Jim has stated over and over the annual meeting was the Board of Directors. Then, when was the last time every chapter president attended the annual B O D meeting? We had to go to proxies just to get a quorum. When was the last time every Chapter had a representative. I would venture to say every vote asked for from national presidents of the B O D (chapter presidents) between annual meetings did not get a reply either. Some of them probably could not even been found. No it did not work fine!

If we want to make this about the bylaws and ensure a strong foundation the I ask again WHAT IS THE PROBLEM?

To say "it is illegal" or "it is not in compliance with the law" or other catch-all phrase, does not address the issue. Get specific. What is the problem so we can address it. How is it a problem, How does it affect us, How do we address it, what is the permanent solution?

Charlie

Good morning to all

This perhaps the most brainless simpleminded post to date. To say its illegal does not address the issue, "WHAT"??????? Thats the same as Shipp telling Kodiak CPOAA to set up a phony corp.

A law abiding old man
Jim

BMCS Charlie Womack (Ret)

09-21-2008, 11:03 AM

Good morning to all

This perhaps the most brainless simpleminded post to date. To say its illegal does not address the issue, "WHAT"??????? Thats the same as Shipp telling Kodiak CPOAA to set up a phony corp.

A law abiding old man
Jim

Once again, you missed the question, or more than likely you got the question and simply could not answer it, so you once again in an effort to improve your position, resort to name calling and finger pointing. Frankly, I am quite tired of it. I have done nothing to you for you to refer to me as simpleminded, brainless, stupid, ignorant, or any of the other names you have used of recent. Your total disrespect is simply a disgrace to the Chiefs Corps. If you have nothing helpful, then remember "silence is golden".

Charlie

BMCS Charlie Womack (Ret)

09-21-2008, 11:25 AM

Charlie, I guess like others that we will have to agree to disagree on the question of the problems with the current association's way of doing business. We can all agree though that when you have people who prefer to deal "below the boards" that you will (or do in our case) have problems. But those people are only exploiting the rules as written to do that. Now when I said by-laws I meant that our should be conflict free when they are set beside the DC Code and our Ops Manual. And I think it's a little more involved then the few tweaks you suggest.

And Jerald makes valid points also. It's pretty clear that the current direction that the CPOA is tracking on and good course and isn't attracting the new generation of Chiefs with all the confusion and lack of visibility. And that in my opinion is because no one can understand what it is, what is does or what it stands for.

My point exactly, what is the little more involved? Exactly what is it everyone is looking for. Name one conflict within any section of the bylaws we can discuss and forumlate a plan. It will not magically happen by itself.

The voting issue between section V and IX is one. I plan to address this with the bylaws committee to eliminate the all hands vote in Section IX. It should have never been there, however until now at least I have been in the minority on this one. I got email after email from some of the current officers about everyone has the right to vote. I got wind at convention they now seem to think they do conflict. Question is what is their plan?

Next?

Part of my vision is to Learn how to communicate with today's Coasties or as we now say "Guardians". To help Jim a little I will show some ignorance by not knowing what an ethos is. Now that I have seen the Guardian Ethos I like it. Jerald hit on what may be the hardest issue to overcome. Working in today's society. If elected we will work on it, that you can count on.

Charlie

MKCM Jim Bridges (Ret)

09-21-2008, 12:31 PM

Once again, you missed the question, or more than likely you got the question and simply could not answer it, so you once again in an effort to improve your position, resort to name calling and finger pointing. Frankly, I am quite tired of it. I have done nothing to you for you to refer to me as simpleminded, brainless, stupid, ignorant, or any of the other names you have used of recent. Your total disrespect is simply a disgrace to the Chiefs Corps. If you have nothing helpful, then remember "silence is golden".

Charlie

Charlie

I guess I did miss the question, Please repeat it.

When you say, WE are the United States Coast Guard Chief Petty Officers Associatiion, we are incorporated in the District of Columbia, but to hell with your code that causes me great concern. I am not trying to improve my position. You seem to have a total disregard for the rule of law.

If you remember my 1st post ever I ask a simple ? is the convention a members meeting or a BOD meeting, you could not answer that ?, why?

When the CPOA lawyer says there can't be two BOD's and you change the name of one to "governing body" as a way around the code that causes my concern.

When you say that by calling the annual meeting a convention so there are no quorum requirements, that causes me concern.

Everything you have posted seems to be a attempt to circumvent the LAW.

I mean you no disrespect, but your ideas I question.

Jim

BMCM Deane Smith

09-21-2008, 03:24 PM

Bruce...I admire what you were trying to do with this thread. But, it seems we're right back where all CPOA threads end...It's like a broken record. I don't blame people for not wanting to respond.

There are some of us that would like to have a decent discussion about this, but this bickering and back-and-forth is too much to weed through.

BMCM Wray Gillette (Ret)

09-21-2008, 03:54 PM

It's like a broken record. I don't blame people for not wanting to respond.

I'll take it a step further... that is why people (E-7 - E-9) do not want to join the CPOA. Perhaps the name should just be changed to the Enlisted Association.. after all, that appears what it is..... By the way, Wlecome aboard YN3 Brownlee & SN Bedford...:rolleyes: just to name a few... (see page 23 of July 2008 edition of "The Chief"...)

Wray.. :cool:

BMCS Charlie Womack (Ret)

09-24-2008, 12:29 AM

Charlie

I guess I did miss the question, Please repeat it. Get specific. What is the problem so we can address it. How is it a problem, How does it affect us, How do we address it, what is the permanent solution?

When you say, WE are the United States Coast Guard Chief Petty Officers Associatiion, we are incorporated in the District of Columbia, but to hell with your code that causes me great concern. I am not trying to improve my position. You seem to have a total disregard for the rule of law.

If you remember my 1st post ever I ask a simple ? is the convention a members meeting or a BOD meeting, you could not answer that ?, why? The convention is a members meeting. It is members, elected by or appointed by members to represent the membership.

When the CPOA lawyer says there can't be two BOD's and you change the name of one to "governing body" as a way around the code that causes my concern. By definition the convention and B O D are two different bodies, with two different functions, with different powers and authority. It concerns me that anyone would want to only have one governing body. No checks and balances. By law and definition if we said the B O D was the only governing body there would be no reason to have an annual meeting of any type. It would have no authority. Everyone needs to grasp this. The B O D works for the membership in the management of the organization. The membership tells the B O D what to do and YES approve the actions taken by them. Everything they do should be ratified by the convention. See the attached for the FRA lawyers presentation to their BOD concerning fuduciary duties. It is not the complete text but relates to what we do and should get the point across.

When you say that by calling the annual meeting a convention so there are no quorum requirements, that causes me concern.There is a quorum requirement, you just do not like it. The folks on Robert's web site told you this but you still do not accept.

Everything you have posted seems to be a attempt to circumvent the LAW. I have never attempted to circumvent the law. I have compared everything in our Bylaws to the Code. You continue to say the vote in Section IX is illegal. Get specific. Show me. Exactly where does it say this. Fact is it is not illegal. It is unusual. I disagree with it. Should not be there. But no where in the Code will you find voting Procedures. Who can vote. How you get the right to vote. Yes. Procedure No.

I mean you no disrespect, but your ideas I question.Disrespect is the only way to explain it. If you question my ideas then ask about my ideas. To insult someone's intelligence is just plain disrespectful and malicious. I have read the law, and researched bylaws, Robert's, and a ton of internet sources and looked in dictionaries, on the subjects we have covered.

Jim

The main questions now are will Convention meet the requirement of the law. I believe it does based on the answer I got from the compliance section. I do not believe they were only referring to entire membership as you suggested. In my opinion they did not answer the question. And no it was not a stupid question as you have expressed. It was lawyer ga ga.

Since you are the all time expert and I must be on drugs, When are you going to start your campaign against FRA who has a board of directors as the governing body "between annual conventions" and the convention delegates when assembled?

If I was a casual reader of this area, I certainly would not vote for Charlie Womack. He is ignorant of the law, just plain stupid in some areas, and is brainless and simpleminded.

Charlie

ETC Joe Jester ret

09-24-2008, 01:07 AM

Charlie,

Who, might I be so bold to ask, wrote the document you've attached? You didn't credit any source.

BMCM Wray Gillette (Ret)

09-24-2008, 08:28 AM

If I was a casual reader of this area, I certainly would not vote for Charlie Womack. He is ignorant of the law, just plain stupid in some areas, and is brainless and simpleminded.

Careful Charlie..... let's not forget about that "name recognition"... ;)

Wray... :cool:

MKCM Jim Bridges (Ret)

09-24-2008, 07:12 PM

BMCS Charlie Womack (Ret)

09-24-2008, 10:06 PM

[QUOTE=BMCS Charlie Womack (Ret);33172]The main questions now are will Convention meet the requirement of the law. I believe it does based on the answer I got from the compliance section. I do not believe they were only referring to entire membership as you suggested. In my opinion they did not answer the question. And no it was not a stupid question as you have expressed. It was lawyer ga ga.

Since you are the all time expert and I must be on drugs, When are you going to start your campaign against FRA who has a board of directors as the governing body "between annual conventions" and the convention delegates when assembled?

If I was a casual reader of this area, I certainly would not vote for Charlie Womack. He is ignorant of the law, just plain stupid in some areas, and is brainless and simpleminded.

Charlie

Thanks for your answer, You call what the DC lawyer sent you "lawyer ga ga.", Please print it out here for all to read. The only thing they could do is site the law found in DC code 29-301.14, 15, 16, & 17. Nothing I can find when reading those laws allow for "Chapter delegates", "members representatives" or "governing body" to have the authority to act for a member at a members meeting, The law in fact says that the member must represent themselve or sign a proxy letter authorizing someone to act on their behalf. The law says "one member one vote" not "one chapter, one vote". In their letter they refered to "a gathering of individuals", the subject they were ask about was members, they had to be talking about a gathering of individual MEMBERS. The CPOA lawyer also sited these same laws and stated that the CPOA was in non-compliance. You want to replace the lawyer. Section V of the bylaws is not in compliance with the laws stated above. I will add more later on. I'm having trouble sending this , don't know whats wrong.

Jim,

It was ok for people to represent people and even as you have stated represent a Board of Director until 2006. What Changed? If the law is new then I was unaware it changed.

Wouldn't electing or appointing representation as accredited by proxy letters, be the same as any individual proxy letter. You have stated in the past the way we did things we did not represent members, but we represented Chapters. What is a Chapter? An organization of members, isn't it? Doesn't the vote of these members (who so many recently defended almost to their death) count for anything? And if using the Convention process of governing is illegal, why do so many organizations use it?

Do you have the question asked to the lawyer from National. I do not and having read other replies, he will only address exactly what he is asked. Garbage in Garbage out.

I have posted the email before. The question could have been answered with one word. Yes or No. You based your opinion (in another thread) by extracting 3 words from their answer. I based my opinion on the entire paragraph. Thus lawyer ga-ga. I will see if I still have on file and post if really necessary.

I do not disagree about what the law say's, but I believe convention delegates meets the standard.

Charlie

BMCS Charlie Womack (Ret)

09-24-2008, 10:09 PM

Charlie,

Who, might I be so bold to ask, wrote the document you've attached? You didn't credit any source.

It is from the minutes of the mid year B O D meeting of the Fleet Reserve Association. It is their attorney giving his presentation to the Board.

(FRA does word for word minutes)

Charlie

MKCM Jim Bridges (Ret)

09-25-2008, 10:13 AM

[QUOTE=MKCM Jim Bridges (Ret);33193]

Jim,

It was ok for people to represent people and even as you have stated represent a Board of Director until 2006. What Changed? If the law is new then I was unaware it changed.

Wouldn't electing or appointing representation as accredited by proxy letters, be the same as any individual proxy letter. You have stated in the past the way we did things we did not represent members, but we represented Chapters. What is a Chapter? An organization of members, isn't it? Doesn't the vote of these members (who so many recently defended almost to their death) count for anything? And if using the Convention process of governing is illegal, why do so many organizations use it?

Do you have the question asked to the lawyer from National. I do not and having read other replies, he will only address exactly what he is asked. Garbage in Garbage out.

I have posted the email before. The question could have been answered with one word. Yes or No. You based your opinion (in another thread) by extracting 3 words from their answer. I based my opinion on the entire paragraph. Thus lawyer ga-ga. I will see if I still have on file and post if really necessary.

I do not disagree about what the law say's, but I believe convention delegates meets the standard.

Charlie

Good Day Charlie

There is nothing wrong with the "Convention process" and nothing illegal. The convention process can either be a members meeting or a BOD meeting. If it is to be a members meeting then the laws governing that type of meeting apply, if its a BOD meeting then a different set of laws apply.

In answer to paragraph #2 , No it is not the same, it assumes that every chapter member wants their vote to count one way, at a members meeting you can't have a "Block Vote", the law requires that the member vote for themselves.

Convention delegates do not meet the standards unless they have written permission from EACH MEMBER THEY ARE REPRESENTING.

Jim

ETC Joe Jester ret

09-25-2008, 12:05 PM

Charlie,

In RRNR Sec 45, it reminds us that A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney.

Power of Attorney's are normally written instruments. I seem to recall Frank Albright getting the chapter member's proxy's prior to the convention, I could be wrong, but that was a quarter century ago.

Further in RRNR Sec 45, In nonstock corporations, where membership is usually on the same basis as unincorporated, voluntary association, voting by proxy should not be permitted unless the state's corporation law - as applying to nonstock corporation - absolutely requires it.

The rules for a quorum is clearly defined in law. RRNR always defers to the law, never superceeds it.

MKCM Jim Bridges (Ret)

09-25-2008, 12:53 PM

BMCM Wray Gillette (Ret)

09-25-2008, 02:07 PM

BMCS Charlie Womack (Ret)

09-25-2008, 09:52 PM

[QUOTE=BMCS Charlie Womack (Ret);33201]

Good Day Charlie

There is nothing wrong with the "Convention process" and nothing illegal. The convention process can either be a members meeting or a BOD meeting. If it is to be a members meeting then the laws governing that type of meeting apply, if its a BOD meeting then a different set of laws apply.

In answer to paragraph #2 , No it is not the same, it assumes that every chapter member wants their vote to count one way, at a members meeting you can't have a "Block Vote", the law requires that the member vote for themselves.

Convention delegates do not meet the standards unless they have written permission from EACH MEMBER THEY ARE REPRESENTING.

Jim

Please reference. Convention can be a B O D meeting? Where did you find that?

C

BMCS Charlie Womack (Ret)

09-26-2008, 09:17 AM

Charlie

In a earlier post I said that the one BOD system worked well for decades, you said this was not true. I don't recall you being there. I was there, I watch the CPOA grow from 3,000 members to 10,000 during those years. We went from a association with no funds & in debt to owning our own building. The CCCAF awards were increased. We were finally able to pay for national officers travel. Were there bumps in the road, yes, but we worked through them. Please explain what was not true.

Jim

Wrong word, I said it was not working "fine". Did not say a word about how this organization got to be where it is.

If what we were doing was a true B O D there would have been no proxies, nor representatives, and every Chapter President (with excused exception) would be present at every meeting. Under the old, The B O D member was the PRESIDENT of the Chapters. It could not be anyone else. (see Code)

I hold much respect for those who started this whole thing and went through the bumps in the road. And even though I am in the minority, I do not believe what we have been discussing in these threads are near as important as getting back on track with the things you have mentioned in your quote.

Charlie

BMCS Charlie Womack (Ret)

09-26-2008, 09:27 AM

Charlie

In a earlier post I said that the one BOD system worked well for decades,

Jim

WE DO NOT HAVE TWO B O D'S!!!!!!!!!!!!!

It is not about what you call them as you have stated many times, it is about what their purpose and functions are and what their powers and authority is.

We have a B O D and we have a Convention. Their purpose and function are not the same.

BMCS Charlie Womack (Ret)

09-26-2008, 09:31 AM

Speaking of the building... Do we (CPOA) really need a building? THe expenses involved with it are astronomical... check out the link below...

http://www.uscgcpoa.org/0-main/downloads/pdf/39th_all_misc.pdf

Wray... :cool:

Yes, unless you want the rooms of files we are required to keep, phones ringing from dawn to dusk, printing, a mailsystem, copying, etc etc all in "your" living room. Don't want all this at mine.

C

MKCM Jim Bridges (Ret)

09-26-2008, 10:50 AM

[QUOTE=MKCM Jim Bridges (Ret);33208]

Please reference. Convention can be a B O D meeting? Where did you find that?

C

Charlie

A better question, where did you find that a convention can only be a "members meeting"? Webster's dictionary defines it as " A assembly of persons met for a common purpose." A convention can also be called a assembly, counsil, get together meeting, powwow, a rally. Charlie it is not the name thats applied, it is the purpose of the gathering. The 1st few CPOA annual meetings were called conferences. Convention is just a name, not a process.

Jim

MKCM Jim Bridges (Ret)

09-26-2008, 11:40 AM

Wrong word, I said it was not working "fine". Did not say a word about how this organization got to be where it is.

If what we were doing was a true B O D there would have been no proxies, nor representatives, and every Chapter President (with excused exception) would be present at every meeting. Under the old, The B O D member was the PRESIDENT of the Chapters. It could not be anyone else. (see Code)

I hold much respect for those who started this whole thing and went through the bumps in the road. And even though I am in the minority, I do not believe what we have been discussing in these threads are near as important as getting back on track with the things you have mentioned in your quote.

Charlie

Charlie

Again I find you are "Making assumptions" "The BOD member was the PRESIDENT of the chapters. It could not be anyone else" (see code) Where in the code does it say that a BOD member cannot sent a alternate, proxy or any other chapter member to represent them. If you will take the time to pose this question to the CPOA lawyer or the District of Columbia I'm sure that they let you know that if our bylaws OK it ,then it is quiet acceptable. The DC code does not restrict this in any way.

Jim

BMCM Wray Gillette (Ret)

09-26-2008, 11:43 AM

Yes, unless you want the rooms of files we are required to keep, phones ringing from dawn to dusk, printing, a mailsystem, copying, etc etc all in "your" living room. Don't want all this at mine.

C

Charlie, I was asking a real question....The expenses shown back in 2007 make me wonder...

1. How many people are in this building? One? Two?

2. Could HQ provide an office space for the NES?

I am wondering if the CPOA can really afford to have a "building".... Perhaps renting an office would be more economical.... If and when the building gets sold, who gets the $$$? If the CPOA folds, who get the $$$

These are questions people need to be thinking about.

Wray... :cool:

MKCM Jim Bridges (Ret)

09-26-2008, 02:13 PM

BMCM Wray Gillette (Ret)

09-26-2008, 02:16 PM

Jim,
Maybe so... but how many people are in that building .. "full time" ? Looking at the 2007 expenses it looks quite costly to me for one, two or even three people...

Wray... :cool:

BMCS Charlie Womack (Ret)

09-26-2008, 02:27 PM

Charlie, I was asking a real question....The expenses shown back in 2007 make me wonder...

1. How many people are in this building? One? Two?

2. Could HQ provide an office space for the NES?

I am wondering if the CPOA can really afford to have a "building".... Perhaps renting an office would be more economical.... If and when the building gets sold, who gets the $$$? If the CPOA folds, who get the $$$

These are questions people need to be thinking about.

Wray... :cool:

And I gave you a real answer.

We are a corporation, with our own funding and income. We are not part of the Coast Guard, from a business sense.

Chapters are fortunate that for most we are not incorporated and have little funds and local commands are still volunteering space. Consider E-City, who incorporated and now have their own facility.

Now I have not got into the legal of all this, but from just listening in the past for the CG to give us a building or office space and then us to have income is probably a no no.

Just my take!

C

MKCM Jim Bridges (Ret)

09-26-2008, 02:34 PM

WE DO NOT HAVE TWO B O D'S!!!!!!!!!!!!!

It is not about what you call them as you have stated many times, it is about what their purpose and functions are and what their powers and authority is.

We have a B O D and we have a Convention. Their purpose and function are not the same.

Charlie you keep talking about convention as though it is body, it is just a meeting, it has no power , it has no authority. A convention can be a gathering of house wifes, or even monkeys for that matter.

In a earlier post you said that the convention was a "members meeting' and yet in bylaws section V MEETINGs there is not ever mentioned "MEMBERS". there is no talk about members voting. It all deals with "Delegates" which are different. It even talks about cahpter votes, not members votes. Perhaps you are wrong to call it a members meeting.

Jim

BMCS Charlie Womack (Ret)

09-26-2008, 02:48 PM

Charlie

Again I find you are "Making assumptions" "The BOD member was the PRESIDENT of the chapters. It could not be anyone else" (see code) Where in the code does it say that a BOD member cannot sent a alternate, proxy or any other chapter member to represent them. If you will take the time to pose this question to the CPOA lawyer or the District of Columbia I'm sure that they let you know that if our bylaws OK it ,then it is quiet acceptable. The DC code does not restrict this in any way.

Jim

I got it from you.

Nothing I can find when reading those laws allow for "Chapter delegates", "members representatives" or "governing body" to have the authority to act for a member at a members meeting, The law in fact says that the member must represent themselve or sign a proxy letter authorizing someone to act on their behalf. The law says "one member one vote" not "one chapter, one vote".

You said if it is not in the code then you cannot do it. Show me anywhere in code that approves of proxies or representatives for a board of directors meeting.

You cannot have it both ways, one set of rules for one and not the other. You say it is acceptable if it is in the bylaws. Then why is delegates not acceptable if we have them in our bylaws?

MKCM Jim Bridges (Ret)

09-26-2008, 05:08 PM

I got it from you.

You said if it is not in the code then you cannot do it. Show me anywhere in code that approves of proxies or representatives for a board of directors meeting.

You cannot have it both ways, one set of rules for one and not the other. You say it is acceptable if it is in the bylaws. Then why is delegates not acceptable if we have them in our bylaws?

Charlie

Nothing in the code"approves of proxies or representatives" for a BOD meeting, but neither is that excluded, this was discussed many years ago and it was determined to be acceptable. If you check with Tom there should be a letter in the files. Because its not spelled out in the code does not mean you can't do it.

"Then why is delegates not acceptable" The answer is just the opposite from the BOD. Under members voting it is spelled out who can vote for a member, other are excluded. The reason delegates are not acceptable is because the law requires a proxy must have "WRITTEN AUTHORITY" for each members who's proxy they hold. A chapter delegate does not have that.

Jim

BMCS Charlie Womack (Ret)

09-26-2008, 08:28 PM

Charlie

Nothing in the code"approves of proxies or representatives" for a BOD meeting, but neither is that excluded, this was discussed many years ago and it was determined to be acceptable. If you check with Tom there should be a letter in the files. Because its not spelled out in the code does not mean you can't do it.

"Then why is delegates not acceptable" The answer is just the opposite from the BOD. Under members voting it is spelled out who can vote for a member, other are excluded. The reason delegates are not acceptable is because the law requires a proxy must have "WRITTEN AUTHORITY" for each members who's proxy they hold. A chapter delegate does not have that.

Jim

Great two-step

C

BMCS Charlie Womack (Ret)

09-26-2008, 08:45 PM

Charlie you keep talking about convention as though it is body, it is just a meeting, it has no power , it has no authority. A convention can be a gathering of house wifes, or even monkeys for that matter.

In a earlier post you said that the convention was a "members meeting' and yet in bylaws section V MEETINGs there is not ever mentioned "MEMBERS". there is no talk about members voting. It all deals with "Delegates" which are different. It even talks about cahpter votes, not members votes. Perhaps you are wrong to call it a members meeting.

Jim

Please look this up because I know it does not matter what I quote you will not believe me.

Convention is a meeting,(process) of delegates (the body)with authority and powers given by the organization's bylaws. Convention has a specific definition (it is not a catch-all)with specific rules and decorum. The organizations bylaws should spell out the purpose of the body. The body or delegates, represent the membership of the organization, or as is specifically stated, contingent unit. The contingent unit should hold a meeting (let me guess, um, of members) and instruct the delegate how to vote on the issues.

As you state, Because its not spelled out in the code does not mean you can't do it.

Charlie

MKCM Jim Bridges (Ret)

09-26-2008, 09:15 PM

Please look this up because I know it does not matter what I quote you will not believe me.

Convention is a meeting,(process) of delegates (the body)with authority and powers given by the organization's bylaws. Convention has a specific definition (it is not a catch-all)with specific rules and decorum. The organizations bylaws should spell out the purpose of the body. The body or delegates, represent the membership of the organization, or as is specifically stated, contingent unit. The contingent unit should hold a meeting (let me guess, um, of members) and instruct the delegate how to vote on the issues.

As you state,

Charlie

Charlie

I don't doubt any of what you have posted here so I don't need to look it up. Any organization can write their bylaws however they want but what the FRA does is not CPOA and is not the LAW. Perhaps in the state where they are registered they are allowed two "governing bodies". A organization with over a million members would almost certainly operate differently than a small one like the CPOA. Again I say read the law, it allows for a members meeting or a BOD meeting, there is no mention of a governing body meeting. There is no mention of a "chapter delegates" meeting. In the CPOA the chapter delegates have always been the National Board of Directors and no phony vote by 37 members will change that, that vote was improper and you and all who can read know it. It was neither a chapter vote or a members vote, there was not a quorum of either there.

Jim

MKCM Jim Bridges (Ret)

09-26-2008, 09:26 PM

Great two-step

C

Charlie, I'm ashamed of you, is that all you can say. I would have expected more. I'm sorry you don't understand the difference between a members vote and a delegate vote. When a delegate is a member of the BOD they may vote for members of their group (chapter). but a vote requiring a member act for themselves or authorize a proxy to act for them, THERE ARE NO DELEGATES.

Jim

PS The law is on my side

BMCS Charlie Womack (Ret)

09-27-2008, 10:58 AM

Charlie

A organization with over a million members would almost certainly operate differently than a small one like the CPOA.

Jim

But, why wouldn't we want to operate the same. We put ourselves at risk doing it the old way. And especially now with the new IRS requirement.

The law does not say you shall have a members meeting "or" a B O D meeting. We shall have a members meeting. Period. It is not a choice. The annual meeting of the membership has absolutely nothing to do with the Board of Directors except to tell them what we as the membership mandate them to do. We tell them the issues, benefits, programs, etc we want them to manage over the course of the ensuing year. Your and my difference of opinion is how do we accomplish this. The Board shall meet as prescribed in the bylaws and at the call of the president, if necessary.

The LAW says the The "management" of the affairs of the organization shall be vested in the B O D. We the membership, decide the affairs of the organization which need to be managed. Otherwise, they have nothing to do.

The Officers handle the daily business of the organization. The Officers are a requirement of the Law so shouldn't your statement be a "Members Meeting or a B O D Meeting or an Officers Meeting". It simply is not a choice. You will not find nor can you properly interpret the Law to say the B O D is a group who represents the constiguent units during it's annual meeting. That simply is not the purpose of a Board of Directors.

From Code:
§ 29-301.18. Board of directors - Qualifications.

The affairs of a corporation shall be managed by a board of directors.
From Roberts:

A board in the general sense of the term is an administrative, managerial, or quasi-judicial body of elected or appointed persons that has the character of a deliberative assembly with the following variations:

No minimum size and are frequently smaller than most other assemblies;

and while a board may or may not function autonomously, it's operation is determined by responsibilities and powers delegated to it or conferred on it by authority outside itself.

The Executive Committee of an Organized Society
Except in the simplest and smallest local societies, or those holding very frequent regular meetings, it is generally found advisable to provide in the bylaws for a board to be empowered to act for the society when necessary between its regular meetings, and in some cases have complete control over certain phases of the society's business. It goes on to mention the various names of Executive Committees, which Board of Directors is one.

It appears to me, although I may be wrong, Robert's is describing a management group much like what is required in the Law. As is stated in the last paragraph, between it's regular meetings. That is a lot different than lets get together once a year and see what we can do.

It is not a choice, it is both. Now how do we accomplish a members meeting?

a. call a members meeting where less than 100 show up not representing anyone else (except for a few proxies) and no representation for the remainder of the membership, or

b. Convention of delegates who hold some form of representation of the membership as directed by the Chapter members.

This topic has gone on long enough, and I still believe we have more pressing issues to work out. The bylaws committee, of which I am no longer a member, is working on the bylaws. Let's see what is produced. I have given them my comments and suggestions.

Respectfully

C

BMCS Charlie Womack (Ret)

09-27-2008, 11:02 AM

PS The law is on my side

Speaking of which, have you received a reply from D C on your letter?

MKCM Jim Bridges (Ret)

09-27-2008, 04:19 PM

Speaking of which, have you received a reply from D C on your letter?

Nope. not yet. not sure if thats good or bad. They recieved is 6aug

Jim

MKCM Jim Bridges (Ret)

09-27-2008, 04:33 PM

But, why wouldn't we want to operate the same. We put ourselves at risk doing it the old way. And especially now with the new IRS requirement.

The law does not say you shall have a members meeting "or" a B O D meeting. We shall have a members meeting. Period. It is not a choice. The annual meeting of the membership has absolutely nothing to do with the Board of Directors except to tell them what we as the membership mandate them to do. We tell them the issues, benefits, programs, etc we want them to manage over the course of the ensuing year. Your and my difference of opinion is how do we accomplish this. The Board shall meet as prescribed in the bylaws and at the call of the president, if necessary.

The LAW says the The "management" of the affairs of the organization shall be vested in the B O D. We the membership, decide the affairs of the organization which need to be managed. Otherwise, they have nothing to do.

The Officers handle the daily business of the organization. The Officers are a requirement of the Law so shouldn't your statement be a "Members Meeting or a B O D Meeting or an Officers Meeting". It simply is not a choice. You will not find nor can you properly interpret the Law to say the B O D is a group who represents the constiguent units during it's annual meeting. That simply is not the purpose of a Board of Directors.

From Code:

From Roberts:

It goes on to mention the various names of Executive Committees, which Board of Directors is one.

It appears to me, although I may be wrong, Robert's is describing a management group much like what is required in the Law. As is stated in the last paragraph, between it's regular meetings. That is a lot different than lets get together once a year and see what we can do.

It is not a choice, it is both. Now how do we accomplish a members meeting?

a. call a members meeting where less than 100 show up not representing anyone else (except for a few proxies) and no representation for the remainder of the membership, or

b. Convention of delegates who hold some form of representation of the membership as directed by the Chapter members.

This topic has gone on long enough, and I still believe we have more pressing issues to work out. The bylaws committee, of which I am no longer a member, is working on the bylaws. Let's see what is produced. I have given them my comments and suggestions.

Respectfully

C

Charlie

Without going into a whole lot, I will only say that the law says that a members meeting must have a members quorum. The law allow the CPOA to specify its quorum, failure to specify, the law then requires on-tenth of the members entitled to vote be in attendence to conduct legal business. The CPOA lawyer said the bylaws do not specify a quorum. You say that the lawyer is wrong. I know you think your catch-all phase "who ever shows up is your quorum" satisfies the law, but the lawyer says you are wrong.

Jim

BMCS Charlie Womack (Ret)

09-28-2008, 09:14 AM

Charlie

Without going into a whole lot, I will only say that the law says that a members meeting must have a members quorum. The law allow the CPOA to specify its quorum, failure to specify, the law then requires on-tenth of the members entitled to vote be in attendence to conduct legal business. The CPOA lawyer said the bylaws do not specify a quorum. You say that the lawyer is wrong. I know you think your catch-all phase "who ever shows up is your quorum" satisfies the law, but the lawyer says you are wrong.

Jim

I and our lawyer both understand quorum and are well aware of what code tells us. It is the "rest of the story" you are missing.

(I have gone over this before)The letter you have from 2003 stated there was no mention of a "membership quorum in Section V" which was correct. This is the part I do not like about our lawyer, he does not research the whole question. At that time we had a paragraph that dealt with voting on Amendments and Revisions in Section V and that was the only place he looked. Section IX was in place and stated "those in attendance shall constitute representation of the membership". That was not looked at nor mentioned in his letter, and since the question was about Amendments and Revisions he ,as our attorney, should have addressed every aspect of the subject to give us an opinion.

In 2006 we have a letter from the lawyer talking about Section IX. He stated "unless we construe ......... to be our quorum". Basically it all comes down to interpretation.

You and I agreed back in 04 the membership requirement was wrong and should not be in the bylaws. We finally changed it and got it right. The bylaws now states "by action of the annual convention". (meaning the body of delegates attending) Therefore the quorum listed in both section V and IX are correct and in accordance with both the law and parliamentary authority.

By rule, our bylaws allow everyone in attendance at convention to vote on Amendments and Revisions to the Bylaws. Period. There is nothing illegal about doing that. It is simply a voting rule, and does not change the make up of the annual convention. Do I like it? no Is it confusing? Yes Does Sections V and IX conflict? Yes Is it being worked on? I hope so, I gave the committee the information. Now we wait and see what happens.

I advised the committee to run their product by our attorney or the compliance section in D C. (I think this would be cheaper) I also suggested they run the current bylaws by the compliance section. Have not heard if they plan to do so.

MKCM Jim Bridges (Ret)

09-28-2008, 05:23 PM

I and our lawyer both understand quorum and are well aware of what code tells us. It is the "rest of the story" you are missing.

(I have gone over this before)The letter you have from 2003 stated there was no mention of a "membership quorum in Section V" which was correct. This is the part I do not like about our lawyer, he does not research the whole question. At that time we had a paragraph that dealt with voting on Amendments and Revisions in Section V and that was the only place he looked. Section IX was in place and stated "those in attendance shall constitute representation of the membership". That was not looked at nor mentioned in his letter, and since the question was about Amendments and Revisions he ,as our attorney, should have addressed every aspect of the subject to give us an opinion.

In 2006 we have a letter from the lawyer talking about Section IX. He stated "unless we construe ......... to be our quorum". Basically it all comes down to interpretation.

You and I agreed back in 04 the membership requirement was wrong and should not be in the bylaws. We finally changed it and got it right. The bylaws now states "by action of the annual convention". (meaning the body of delegates attending) Therefore the quorum listed in both section V and IX are correct and in accordance with both the law and parliamentary authority.

By rule, our bylaws allow everyone in attendance at convention to vote on Amendments and Revisions to the Bylaws. Period. There is nothing illegal about doing that. It is simply a voting rule, and does not change the make up of the annual convention. Do I like it? no Is it confusing? Yes Does Sections V and IX conflict? Yes Is it being worked on? I hope so, I gave the committee the information. Now we wait and see what happens.

I advised the committee to run their product by our attorney or the compliance section in D C. (I think this would be cheaper) I also suggested they run the current bylaws by the compliance section. Have not heard if they plan to do so.

I'm sorry that charlie does not get it, he muddied the converation with the FRA, Roberts Rules of Order and other unimportant subjects. This is .and has always been about the RULE of LAW which he can't seem to grasp so I will spell it out one last time.

1. Quorum Definition: The number (as a majority) of officers or members of a body that when duly assembled is legally competent to transact business

2. Purpose of a Quorum: The purpose of a quorum is to PREVENT AN UNREPRESENTATIVE GROUP from taking actionin the name of the organization.

3. The LAW: DC code 29-301.17 Quorum
(a) the bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of MEMBERS. In the absence of any such provisions, members having at least one-tenth of the votes antitled to be cast represented in PERSON or by PROXY shall constitute a QUORUM.

4. What is a Proxy: Authority or power to act for another, A document giving such authority

5. What is a Delegate: A representative to a convention or conference.

6. CPOA Bylaws Sec V3c(6) A quorum at the annual convention consist of a majority of accredited delegates REGISTERED AS ATTENDING.

7. CPOA Bylaws SecIX2: A quorum is a simple majority of members REGISTERED as ATTENDING the convention and holding votiong privileges.

8. Line item 6 & 7 above, Charlie would have people believe that Registered as attending means (Those who have registered). Common sense and the LAW requires that it means (Those that MUST be registered). If talking about chapters it means a simple majority of all those chapters. If its about members it means a simple majority of all members or their proxies.

Charlie has had it all wrong from the start.

Jim

The law requires that a proxy have written authority to act for another.

A delegate does not satisify the requirement of the law.

BMCM Deane Smith

09-28-2008, 08:57 PM

I know I've saiid it before and I'm sure I'll say it again...You guys are like a broken record!

I don't know why I even bother reading this thread...

MKCM Jim Bridges (Ret)

09-28-2008, 11:25 PM

I know I've saiid it before and I'm sure I'll say it again...You guys are like a broken record!

I don't know why I even bother reading this thread...

Deane, Why do you bother to read them if you are unwilling to join the discussion and give anyone your opinion, At least I'm fighting for a cause I believe in. If members like you would simply read the law and offer a opinion it would must likely help to end this discussion. A lot of members have been reading the post for month, but like you will not get involved.

I sorry this bothers you
Jim

BMCM Deane Smith

09-29-2008, 08:53 AM

Deane, Why do you bother to read them if you are unwilling to join the discussion and give anyone your opinion, At least I'm fighting for a cause I believe in. If members like you would simply read the law and offer a opinion it would must likely help to end this discussion. A lot of members have been reading the post for month, but like you will not get involved.

I sorry this bothers you
Jim

Jim...I have gotten involved in discussions. These discussions about law aren't going anywhere, you and Charlie (and sometimes Joe) are just going back-and-forth and aren't accomplishing anything...nor are they productive. I can't provide anything to that, that's why I stay out of the discussion. It's not that I don't care, it's just not worth getting into the discussion on here.

ETC Joe Jester ret

09-29-2008, 11:08 AM

MKCM Jim Bridges (Ret)

09-29-2008, 04:05 PM

Should we write the proposal for you?

All the whereas' and resolves in a proposal does absolutely nothing if you haven't read the underlying law to see if the CB&L and OPSMAN is congruent with the legal requirements.

Joe

You are again, Right on, The national officers & Mobile chapter keep writing resolutions without regard for the rule of law, This exactly why the CPOA bylaws are so screwed up.

Jim

BMCS Charlie Womack (Ret)

09-30-2008, 10:39 PM

Jim...I have gotten involved in discussions. These discussions about law aren't going anywhere, you and Charlie (and sometimes Joe) are just going back-and-forth and aren't accomplishing anything...nor are they productive. I can't provide anything to that, that's why I stay out of the discussion. It's not that I don't care, it's just not worth getting into the discussion on here.

I could not agree more. I have only stayed in this because no one else will, and I believe there is more to it than just law. If it was "Just the Law" we would not write any bylaws for our organization we would simply have a copy of code handy.

It is kind of like the movie An American President where the line was "he's the only one doing the talking". That is not good. If no one else say's anything then it is assumed every word is the exact way the one person states it.

Sorry Jim, I just do not believe you are 100% correct as nor am I. But there is more to it than just one document.

C

MKCM Jim Bridges (Ret)

10-01-2008, 11:01 AM

I could not agree more. I have only stayed in this because no one else will, and I believe there is more to it than just law. If it was "Just the Law" we would not write any bylaws for our organization we would simply have a copy of code handy.

It is kind of like the movie An American President where the line was "he's the only one doing the talking". That is not good. If no one else say's anything then it is assumed every word is the exact way the one person states it.

Sorry Jim, I just do not believe you are 100% correct as nor am I. But there is more to it than just one document.

C

Hi-ya charlie

I am truely amazed by each post. The CPOA bylaws state " THE BYLAWS MAY BE AMENDED AS NEEDED AND MUST BE IN COMPLIANCE WITH THE CODE OF THE DISTRICT OF COLUMBIA FOR NON-PROFIT BUSINESS"

To put it a different way "THE CPOA MUST OBEY THE LAW"

In alabama, The alabama code sets the speed limit, if you violate that section of the alabama code can you not be fined or even be put in jail? Charlie we are a nation of laws and without those laws there would be anarchy & chaos. I just sorry that you can't understand that.

Jim

BMCM Deane Smith

10-01-2008, 12:53 PM

In alabama, The alabama code sets the speed limit, if you violate that section of the alabama code can you not be fined or even be put in jail? Charlie we are a nation of laws and without those laws there would be anarchy & chaos. I just sorry that you can't understand that.

Jim...most states allow a 5-10 MPH grace on the speed limit. The same could apply to this debate...

MKCM Jim Bridges (Ret)

10-01-2008, 01:51 PM

Jim...most states allow a 5-10 MPH grace on the speed limit. The same could apply to this debate...

Deane

If I'm understanding you right, you're saying that if the law says that a BOD meeting requires at least 1/3rd be present, it OK if there is only 1/4 present. then someone else says lets lower that to 1/8th, pretty soon your down to charlie's definition of " Who ever shows up is our quorum" Again , to hell with the rule of law.

Jim

BMCM Deane Smith

10-01-2008, 03:31 PM

Deane

If I'm understanding you right, you're saying that if the law says that a BOD meeting requires at least 1/3rd be present, it OK if there is only 1/4 present. then someone else says lets lower that to 1/8th, pretty soon your down to charlie's definition of " Who ever shows up is our quorum" Again , to hell with the rule of law.

Jim

No, that's not what I'm saying. What I'm saying is that sometimes there's the law and then sometimes there's the reality of the law.

Our CPOA shouldn't have laws that are so misinterpreted (or hard to interpret) that you need a lawyer to make sense of them. I think we need to simplify our red-tape.

MKCM Jim Bridges (Ret)

10-01-2008, 08:28 PM

No, that's not what I'm saying. What I'm saying is that sometimes there's the law and then sometimes there's the reality of the law.

Our CPOA shouldn't have laws that are so misinterpreted (or hard to interpret) that you need a lawyer to make sense of them. I think we need to simplify our red-tape.

Deane

Let me give you just one example of what happens when the law is not followed. The members of all chapters elect their president to represent them as a member of the national Board of Directors, so the member elected those persons to those positions, the law says that those elected directors can not vote away the responsibility given to them. At the 2007 convention thats exactly what they did, 22 chapter representatives & 15 other unidinified convention goers voted out the the long standing BOD. The law says that they may not vote away their responsibility.That vote violated the law and should be declared null & void. The laws are there for our protection!!!

Jim

BMCS Charlie Womack (Ret)

10-03-2008, 10:38 AM

Deane

Let me give you just one example of what happens when the law is not followed. The members of all chapters elect their president to represent them as a member of the national Board of Directors, so the member elected those persons to those positions, the law says that those elected directors can not vote away the responsibility given to them. At the 2007 convention thats exactly what they did, 22 chapter representatives & 15 other unidinified convention goers voted out the the long standing BOD. The law says that they may not vote away their responsibility.That vote violated the law and should be declared null & void. The laws are there for our protection!!!

Jim

Deane,

This is prime reason I have stayed in this. Jim completely misinterprets this section. Jim is well versed in this law, I and I think most will agree, however his blinders gets in the way sometimes. Here is the section he refers to. This is example of reaching in and pulling one line completely out of context to meet an agenda.

§ 29-301.22. Board of directors--Designation or appointment of committees; authority.

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint 1 or more committees, each of which shall consist of 2 or more directors, which committees, to the extent provided in said resolution, in the articles of incorporation or in the bylaws of the corporation, shall have and exercise the authority of the board of directors in the management of the corporation. Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated and appointed by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him by law.

This section deals with the designation and appointment of committees. If a Board appoints a committee they cannot relieve themselves of their responsibilities to that committee. This has nothing to do with the make up of a corporations B O D.

§ 29-301.18. Board of directors--Qualifications.

The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of the District of Columbia or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors.

§ 29-301.19. Board of directors--Number; election; classification; and removal.

(a) The number of directors of a corporation shall be not less than 3. Subject to such limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.

The law seems to be very clear to me that the Bylaws makes up the B O D, and changes to it. In our case, we put together a resolution that would meet the terms of the above, and allow us to ensure complete compliance with the reporting requirements of both D C and IRS. This effort was defeated in 2005 and passed in 2006 with some modifications to the first resolution. Both resolutions were published not once but twice in their respective editions of THE CHIEF. The membership was given previous notice, their delegates came prepared as both met heavy opposition and debate prior to it's approval.

I really did not and do not want to continue with this arguement. I have given you the law, so everyone can decide if we comply.

Charlie

ETC Joe Jester ret

10-03-2008, 11:38 AM

Charlie,

A quick question ...

What was the genesis driving the bylaws changes?

MKCM Jim Bridges (Ret)

10-03-2008, 03:57 PM

Deane,

This is prime reason I have stayed in this. Jim completely misinterprets this section. Jim is well versed in this law, I and I think most will agree, however his blinders gets in the way sometimes. Here is the section he refers to. This is example of reaching in and pulling one line completely out of context to meet an agenda.

This section deals with the designation and appointment of committees. If a Board appoints a committee they cannot relieve themselves of their responsibilities to that committee. This has nothing to do with the make up of a corporations B O D.

The law seems to be very clear to me that the Bylaws makes up the B O D, and changes to it. In our case, we put together a resolution that would meet the terms of the above, and allow us to ensure complete compliance with the reporting requirements of both D C and IRS. This effort was defeated in 2005 and passed in 2006 with some modifications to the first resolution. Both resolutions were published not once but twice in their respective editions of THE CHIEF. The membership was given previous notice, their delegates came prepared as both met heavy opposition and debate prior to it's approval.

I really did not and do not want to continue with this arguement. I have given you the law, so everyone can decide if we comply.

Charlie

The Members of the CPOA chapters put together the BOD to represent them and manage the association, this was put in the atricles of incorporation. What the members put together can't be undone by 37 convention goers claiming to be the voice of the organization, Charlie I understand that you think you know better how to run the CPOA than other members, you stated that you knew who would make better officers, ( elect them at convention) you think you know better how to spend the members money. All of your actions have been to over-ride the members.

Jim

BMCS Charlie Womack (Ret)

10-03-2008, 04:08 PM

Charlie,

A quick question ...

What was the genesis driving the bylaws changes?

Unknown. Was in the President's report. Just states there are conflicts. The committee met and agreed to work on this over the year. A good move as not to be rushed into a proposal in one week. There is some that believe they are to long and have to much information. One comment by a Regional Advisor said it would go something like:

Officers.

1. The association shall have officers.

(then everything about the officers would be in the ops man.)

To me that looks like an index not a set of bylaws. I had signed up for the committee, but could not make the meeting held during convention. I sent in some comments and information only to be advised I had to much ownership in the current bylaws and was doing nothing but defending them. Since the chair and myself was no were near the same page I stepped down from the committee and offered my suggestions to them.

V P plans to start from scratch. Bad idea! We have a great foundation, concerning this organization and how it should run, yes with a couple conflicts and some items that should be in the ops man instead of the bylaws. All could be easily fixed, along with some new ideas that should be implemented.

Will await the first cut, and once again offer my suggestions, comments, feedback. I hope a lot of people do. I have suggested they have the compliance section in D C look over our current and any new product to ensure compliance with the law. No feedback on that yet.

Charlie

MKCM Jim Bridges (Ret)

10-03-2008, 05:32 PM

Unknown. Was in the President's report. Just states there are conflicts. The committee met and agreed to work on this over the year. A good move as not to be rushed into a proposal in one week. There is some that believe they are to long and have to much information. One comment by a Regional Advisor said it would go something like:

Officers.

1. The association shall have officers.

(then everything about the officers would be in the ops man.)

To me that looks like an index not a set of bylaws. I had signed up for the committee, but could not make the meeting held during convention. I sent in some comments and information only to be advised I had to much ownership in the current bylaws and was doing nothing but defending them. Since the chair and myself was no were near the same page I stepped down from the committee and offered my suggestions to them.

V P plans to start from scratch. Bad idea! We have a great foundation, concerning this organization and how it should run, yes with a couple conflicts and some items that should be in the ops man instead of the bylaws. All could be easily fixed, along with some new ideas that should be implemented.

Will await the first cut, and once again offer my suggestions, comments, feedback. I hope a lot of people do. I have suggested they have the compliance section in D C look over our current and any new product to ensure compliance with the law. No feedback on that yet.

Charlie

Charlie

Let me point out what has been done by you convention goers trying to bring the CPOA into the 21st century.
1. without authority rewrote (overhauled) the bylaws
2. Added a executive committee
3. vote out the excutive committee
4. stoppped CPOA academy support.
5. restarted CPOA academy support
6. Voted away members right to vote by ballot.
7. Voted back in a members right to vote by ballot.
8. Voted to have two BOD's.
9. Changed name of one BOD to "Governing Body".
10. Amended articles of Incorporation to comply with overhaul bylaws.
11. this year voted again to "overhaul" the bylaws
12. Let Jon Shipp alone decide which BOD to go with.
13. NO's & Mobile chapter submitted approx 50 resolutions, A record!!!

Please tell everyone what has been accomplished other than having three more to pay travel & per diem for to attend meetings & conventions. plus Cape May chapter quitting the association and other threating to.

Please charlie no more progress

Jim

ETC Joe Jester ret

10-03-2008, 05:52 PM

Charlie,

It is my opinion the by-laws were modified to allow an easier path for change. The creation of the ops man allows for some structure, yet, the changes are not as restrictive as the By-Laws.

The bylaws don't need to say we have officers. The bylaws doesn't need to say anything as the absence of bylaws, the real law is the controlling authority.

What does the bylaws do? They put someone's fingerprint (interpetation) on what is already stated in the DC Code. Just like the Commandant's Instructions, the by-laws are second level authority to the Code. I'd not take your word for something when we disagree with what is printed. It don't make you wrong, it's my interpetation being different. It always boils back to the shall's, will's, and should's.

You could shitcan the bylaws and run with just the OPSMAN. Now I know Jim will say the OPSMAN is the bylaws by another name ... and I would agree, because, according to websters ... bylaws
1 : a rule adopted by an organization chiefly for the government of its members and the regulation of its affairs

The older bylaws, available by request, did have everything. Sometime between 1999 and the current crop of bylaws, they extracted some things for the OPSMAN, increasing the bureauacy of the CPOA, administratively. We have but one ED, and I would tend to think they have better things to do than maintain two sets of instructions. Think back to the days when you were responsible for the Unit Pubs. I remember having over 400 CI's, AI's, DI's GI's, and Unit instructions to maintain. One set of instructions ... bylaws ... was sufficient for alot of years. The OPSMAN is regulating the affairs of the CPOA, so it too is a bylaw.

As you know, section 56 of RRNR outlines a sample bylaws with nine articles. It does not agree with your assertion that the bylaws can state "the association has officers". It also states the manner of selection and elections should also be included.

BMCS Charlie Womack (Ret)

10-04-2008, 09:53 AM

Charlie,

As you know, section 56 of RRNR outlines a sample bylaws with nine articles. It does not agree with your assertion that the bylaws can state "the association has officers". It also states the manner of selection and elections should also be included.

Just in case you missed it our bylaws has 9 articles.

To be clear IT WAS NOT MY ASSERTION!!!!!!!!!!!! This was one statement I heard about the direction the committee is going to take.

I have taken the time to comment to them and have gotten favorable replies from committee members on the direction to be taken.

As for only using code: I guess it would work. But then no one would have a right to vote, Period. The board of directors would appoint themselves.

C

CMC Isherwood

10-04-2008, 10:10 AM

Charlie,
You have been around a long time....you should know better. Convention week was more than a month ago, we have now entered the 51 weeks of CPOA silence. As I have said MANY, MANY times, the CPOA mantra should read.
"Gather to commit, disperse and forget”

BMCS Charlie Womack (Ret)

10-04-2008, 10:14 AM

Charlie

Let me point out what has been done by you convention goers trying to bring the CPOA into the 21st century.
1. without authority rewrote (overhauled) the bylaws By law the B O D always has this authority.
2. Added a executive committee To ensure compliance with IRS RULES.
3. vote out the excutive committee Restructured to ensure compliance with D C Law and IRS Rules
4. stoppped CPOA academy support. Bad move on B O D's part
5. restarted CPOA academy support Good move on membership's part. Neither 4 nor 5 was done at convention.
6. Voted away members right to vote by ballot. No one's rights was voted aways.
7. Voted back in a members right to vote by ballot. Two steps backwards to the dark ages. The most least desirable system of voting is what we chose for our organization. A sad day!
8. Voted to have two BOD's. We do not have two B O D's.
9. Changed name of one BOD to "Governing Body". No names were changed. The two governing bodies we have were and are now the B O D and the Convention Delegation.
10. Amended articles of Incorporation to comply with overhaul bylaws. Yes
11. this year voted again to "overhaul" the bylaws. The committee is going to work on them and make a proposal. As for voted for not yet.
12. Let Jon Shipp alone decide which BOD to go with. NOT!!!!!!!!!
13. NO's & Mobile chapter submitted approx 50 resolutions, A record!!! Meaning someone is thinking, coming up with ideas, new ways, seeking positive change, looking into the future. What did you do besides quit?

Please tell everyone what has been accomplished other than having three more to pay travel & per diem for to attend meetings & conventions. plus Cape May chapter quitting the association and other threating to. Misuse of our governing has lead to a lot of bitterness. New Leadership is the answer!

Thanks to a system that has allowed for the exact same leadership to be in office for the past 8 years, nothing has been accomplished. Your leadership wants it that way. Nothing gets done unless the President decides it does.

Please charlie no more progress Then you better hope Shipp or one he has trained gets elected.

Jim

It is my hope the membership gets a grip on all that has been said in this forum and votes!!!!!!!!!!

CMC Bruce Bradley

10-04-2008, 10:45 AM

It is my hope the membership gets a grip on all that has been said in this forum and votes!!!!!!!!!!

Well Charlie, that's finally a statement that no one should debate.

BMCS Charlie Womack (Ret)

10-04-2008, 11:09 AM

1. without authority rewrote (overhauled) the bylaws By law the B O D always has this authority.

Sorry I stopped short on this one. Was in a hurry I guess or had a senior moment.

B O D has always had the authority unless otherwise provided for in the Articles or Bylaws. Our authority is authorized in Section IX as the Convention Delegation.

Although I disagree with the outcome this was excellently done this past year. The membership voiced their disapproval and the delegates took action. That is the way it is supposed to work!

C

BMCM Wray Gillette (Ret)

10-04-2008, 11:16 AM

As I have said MANY, MANY times, the CPOA mantra should read.
"Gather to commit, disperse and forget”

Kevin, I think I will have to agree with you on this one...

Like many others, I am still waiting to see the minutes from the last convention..

waiting, & waiting & waiting....

Wray.... :cool:

MKCM Jim Bridges (Ret)

10-04-2008, 11:35 AM

It is my hope the membership gets a grip on all that has been said in this forum and votes!!!!!!!!!!

Charlie, you sure have a answer for everything,

1. Without authority rewrote the bylaws, Your Answer, BOD always has this authority. My response: The rewriting was not done by the BOD, it was done in Texas by the national officers & a select few. Bylaws state that changes to the bylaws must be approved by the "Membership" not BOD.

2. Added Executive committee, Your answer, To ensure compliance with IRS rules. It had nothing to do with that, the EC was added for one reason and only one reason and that was to control the budget. It was not until I pointed out that the law required that at least two members of that committee be BOD members and it had none. That is why it was voted out.

I will respond to the others later
Jim

MKCM Jim Bridges (Ret)

10-04-2008, 12:44 PM

Charlie

My #6 & 7 Member right to vote by MAIL IN BALLOT was stopped at 2007 convention, Your answer: "No ones rights was voted away" BS, That change required anyone wanting to vote travel to the site of the convention, if members won't take the time to mail in their ballot what in the world makes you think that they would travel for days, spend hundreds of $ to vote. In this upcoming presidental election if citizens had to travel to DC to cast their vote, how many do you thik would show up? The members spoke, they said it was a dumb idea, they don't agree with you thats its a "SAD DAY". Sorry charlie

My # 8 & 9 There was a vote to have "Two BOD's" it passed and was only changed back to one when the lawyer told the NO's that having two was "Untenable". Make no mistake charlie the CPOA still has two. Changing the name of one to "governing body" does not change what it is.

My # 12 Go back and read the Shipps scuttle butts, when informed that two BOD's was "untenable" Shipp anounced that the CPOA would go with "the one elected by the "Membership" meaning the one elected at the convention by you 37 convention goers, Just more BS.

Jim

MKCM Jim Bridges (Ret)

10-04-2008, 12:55 PM

BMCS Charlie Womack (Ret)

10-04-2008, 01:51 PM

Charlie

MY # 10 Amended articles to comply with bylaws. Your answer " Yes" The bylaws must comply with the Articles, not the otherway around. Its only because the Texas rewrite of the bylaws took the CPOA out of compliance with its own articles that this was done, Again in my opinion dummies messing with something they know little about.

Jim

I was just agreeing with you that the articles was amended. Although it was not done correctly, is there any beef about what was done except the procedure. Do you know what was changed? and Why?

A committee was tasked with producing a rewrite in 1999. Approval by the membership was not in the bylaws in 1999. It was added to the new bylaws. Since all resolutions take place after adjournment, the vote was done under the authority of the existing bylaws, in which amendments, changes, and revisions could be done every 5 years. 2000 was the fifth year. The convention delegates was the B O D of that time. Under some guise, the pres was told the membership must vote. In 1999 he announced we would have a vote on new bylaws at the 2000 convention. With previous notice being given the vote was carried out. The B O D of the time was there and allowed the above procedure.

MKCM Jim Bridges (Ret)

10-04-2008, 05:21 PM

I was just agreeing with you that the articles was amended. Although it was not done correctly, is there any beef about what was done except the procedure. Do you know what was changed? and Why?

A committee was tasked with producing a rewrite in 1999. Approval by the membership was not in the bylaws in 1999. It was added to the new bylaws. Since all resolutions take place after adjournment, the vote was done under the authority of the existing bylaws, in which amendments, changes, and revisions could be done every 5 years. 2000 was the fifth year. The convention delegates was the B O D of that time. Under some guise, the pres was told the membership must vote. In 1999 he announced we would have a vote on new bylaws at the 2000 convention. With previous notice being given the vote was carried out. The B O D of the time was there and allowed the above procedure.

Charlie, Your story is much different than Tim Trimble's, (national president at that time )
I still have the e-mail I received from him in 01 stating that the reason for the rewrite was with advise from the associations lawyer, his stated reason
was that the bylaws did not comply with the articles of incorporation. In another he explained that it had to do with the member section. That was false and even if true was no reason for a complete rewrite (overhaul). This whole thing in my opinion is a scam to get control of the budget. You now think that that was accomplished, but again you are wrong. The ( So called) convention delegates are now the superior body and the new BOD is their suborinate body and acording to the law may not modify (change) anything done by their superior. I know you like to say that they are not modifying, just managing, in a court of law that thinking will get you put in jail.
Whatever you call it if it alters their decisions , its WRONG & ILLEGAL

Jim

ETC Joe Jester ret

10-05-2008, 12:21 AM

A committee was tasked with producing a rewrite in 1999. Approval by the membership was not in the bylaws in 1999. It was added to the new bylaws. Since all resolutions take place after adjournment, the vote was done under the authority of the existing bylaws, in which amendments, changes, and revisions could be done every 5 years. 2000 was the fifth year. The convention delegates was the B O D of that time. Under some guise, the pres was told the membership must vote. In 1999 he announced we would have a vote on new bylaws at the 2000 convention. With previous notice being given the vote was carried out. The B O D of the time was there and allowed the above procedure.

For a compete re-write there must have been a ton ... twenty-three (23) to be exact ... resolutions since each resolution must address a single section or subsection as required by the 1995 C&BL Section 17. The "national committee" rewriting the bylaws ursurpped Section 1703 and Section 1509 of the 1995 C&BL, in other words, it operated without authority.

I erred when I said I had the 1999 C&BL, I have a copy of the 1995 C&BL.

So we are back to the old question, if something is done illegally, does the rules revert back to the last known legal action? I would think so.

Charlie may view that as a step-backwards, but I don't. I wonder what section of the IRS Code required the creation of the new board? The 1995 C&BL clearly identified the National Council and the Board of Directors.

If anyone has a copy of the 1999 C&BL, I'd like a copy to see the evolution to today's C&BL.

MKCM Jim Bridges (Ret)

10-05-2008, 12:36 AM

BMCS Charlie Womack (Ret)

10-05-2008, 09:39 AM

Charlie, During my time of being active in the association the national officers were the managers of the budget. Our 1st NES Ray Newman & then Dick Caster managed the office.

Please explain your idea's on the duties of this 3 person BOD, as you have said yourself they are junior to the "Convention Delegates" and by law, Roberts or anyother guide they may not change their decisions, so what is their purpose, and yes I know back in the dark ages we trusted the NO's to do what now takes 7 people.

Does not "Manage" mean operate within the law any more?

Jim

We do not have a 3 person B O D, we have a 7 person B O D. Their job is to carry out those decisions you refer to. And to see to the affairs of the association that may arrise between annual meetings, ie Chapter Charters, Discipline, Special Projects, Emergency Funding, any action that would require a Board of Directors vote. (we used to send letters to the presidents in hopes we would get some back) These are actions that are not the duties of the National Officers. (see bylaws for duties) The officers take care of the business (paying the bills), are responsible for the physcial plant, signature responsibilities of the association, our representatives with the other organizations. This is all laid out in Code and Roberts.

IRS has always required we report the National Officers and the National Board of Directors, by name address and phone, and must be able to make positive contact with them if required. Unfortunately, in our organization we rarely have an accurate accounting of our Chapter Presidents. (and this is not a new situation even to the point of not showing up for required meetings) We have and have always had Chapters that never look outside themselves. Is this bad? No Does it help our legal obligation? Again No. We are also required to report our Board to D C. And keep it accurate.

Now which works best. 7 we know we have absolute contact with, or 49 who will not always answer the phone? It is simple. We still have the power and authority for the Chapters to sent representatives to the annual convention and make the decisions about what programs we will support, verify the actions of the Board, our Officers and Committees, and take up any business thay may arrise during the sessions. We still approve the budget and yet give the Board (not the pres) the ability to manage and ensure all the needs of the association are met throughout the year.

I have heard the arguement "now we have email". I have expericence with the Chapter Presidents on this and they will not answer their email either. As VP I experienced less than 1/3 response on all correspondence where a reply was requested. In other words the day to day business of the National organization is not important to them.

Our Pres has so misused his powers, and done things so completely out of context of our bylaws that the few of you think this is the norm for how we now manage. It is not. Run correctly it will be better than we ever had it before.

And if they see the need, the 3 regional advisors can indeed contact the chapters they are responsible for and get a concensus before voting on anything or taking any action. We must trust their judgement on the issues. I know Jack Crowley does a great job of keeping his chapters informed and always ask for their feedback. Some things are simply cut and dry and they are handled right then. The best of both worlds.

And finally, on the two bod thing, Jon wanted to do away with the 7 member board. Anyone know why? My opinion it would have given him carte blanche over the association. Not the officers but "him". He told us in 05 and again the current officers and board, "they work for him". It was so he would decide what of the convention would be or not be taken care of. All decisions would not be voted on, they would be his. And his actions in the past will bear this out.

C

MKCM Jim Bridges (Ret)

10-05-2008, 11:24 AM

We do not have a 3 person B O D, we have a 7 person B O D. Their job is to carry out those decisions you refer to. And to see to the affairs of the association that may arrise between annual meetings, ie Chapter Charters, Discipline, Special Projects, Emergency Funding, any action that would require a Board of Directors vote. (we used to send letters to the presidents in hopes we would get some back) These are actions that are not the duties of the National Officers. (see bylaws for duties) The officers take care of the business (paying the bills), are responsible for the physcial plant, signature responsibilities of the association, our representatives with the other organizations. This is all laid out in Code and Roberts.

IRS has always required we report the National Officers and the National Board of Directors, by name address and phone, and must be able to make positive contact with them if required. Unfortunately, in our organization we rarely have an accurate accounting of our Chapter Presidents. (and this is not a new situation even to the point of not showing up for required meetings) We have and have always had Chapters that never look outside themselves. Is this bad? No Does it help our legal obligation? Again No. We are also required to report our Board to D C. And keep it accurate.

Now which works best. 7 we know we have absolute contact with, or 49 who will not always answer the phone? It is simple. We still have the power and authority for the Chapters to sent representatives to the annual convention and make the decisions about what programs we will support, verify the actions of the Board, our Officers and Committees, and take up any business thay may arrise during the sessions. We still approve the budget and yet give the Board (not the pres) the ability to manage and ensure all the needs of the association are met throughout the year.

I have heard the arguement "now we have email". I have expericence with the Chapter Presidents on this and they will not answer their email either. As VP I experienced less than 1/3 response on all correspondence where a reply was requested. In other words the day to day business of the National organization is not important to them.

Our Pres has so misused his powers, and done things so completely out of context of our bylaws that the few of you think this is the norm for how we now manage. It is not. Run correctly it will be better than we ever had it before.

And if they see the need, the 3 regional advisors can indeed contact the chapters they are responsible for and get a concensus before voting on anything or taking any action. We must trust their judgement on the issues. I know Jack Crowley does a great job of keeping his chapters informed and always ask for their feedback. Some things are simply cut and dry and they are handled right then. The best of both worlds.

And finally, on the two bod thing, Jon wanted to do away with the 7 member board. Anyone know why? My opinion it would have given him carte blanche over the association. Not the officers but "him". He told us in 05 and again the current officers and board, "they work for him". It was so he would decide what of the convention would be or not be taken care of. All decisions would not be voted on, they would be his. And his actions in the past will bear this out.

C

Charlie, I am so tired of hearing "He (Shipp) told us in 05 and again the current officers and board, "they work for him". My question to you and the current officers and board. Where is your backbone? He does only what a bunch of weakling allow, I"m so tired of hearing "That bully is picking on us" I'm sorry but I call it like I see it. Where is the responsibility, where is the decipline, where is the accountablity. WHERE IS THE DAMN LEADERSHIP. We had the same thing when Trimble was president.

You talk about our resopnsibility to the district & IRS, providing names, addresses, etc, That has never been a problem to the best of my knowledge. neither has ever fined the CPOA, or suspended our charter.

If you read sec II of the bylaws, it does give Shipp control of the budget.

Jim

ETC Joe Jester ret

10-05-2008, 02:10 PM

IRS has always required we report the National Officers and the National Board of Directors, by name address and phone, and must be able to make positive contact with them if required. Unfortunately, in our organization we rarely have an accurate accounting of our Chapter Presidents. (and this is not a new situation even to the point of not showing up for required meetings) We have and have always had Chapters that never look outside themselves. Is this bad? No Does it help our legal obligation? Again No. We are also required to report our Board to D C. And keep it accurate.

So, to ensure compliance with the law, you didn't discipline the offending chapters but created a new BOD. You certainly could have cancelled the charter of any chapter that failed to abide by the IRC.

As you should know by now, yesterdays communication problems are history. Everyone in the CG has an email as part of their official duties.

You solved the problem alright. But if it was done in the same manner as the complete re-write, the legality is in question.

Charlie, the more I hear, the more I would work against your election. Here I was looking for a horse to get excited about in the race, one that could energize me to drive four hours to attend a CPOA meeting. Unfortunately, at this stage of the game, my dues are right where they belong, in my possession.

BMCS Charlie Womack (Ret)

10-07-2008, 09:08 PM

So, to ensure compliance with the law, you didn't discipline the offending chapters but created a new BOD. You certainly could have cancelled the charter of any chapter that failed to abide by the IRC.

Unfortunately, at this stage of the game, my dues are right where they belong, in my possession.

Charlie, WHERE IS THE DAMN LEADERSHIP.

You talk about our resopnsibility to the district & IRS, providing names, addresses, etc, That has never been a problem to the best of my knowledge. neither has ever fined the CPOA, or suspended our charter.

Joe, Just what do you think would happen. We suspend or revoke their charter, they are no longer a chapter, less number of B O D members of who some presidents still will not attend convention, nor answer their responsibility when requested. I really fail to understand the need for a large B O D that is unmanageable due to logistics alone. And no the communication problems of the past are not over until everyone get's on board.

You and Jim both have the wrong idea about what needs to be done in this organization. The stuff we have discussed in this thread about the bylaws and legal is really simple and easy to fix. There first must be someone in office that wants to fix it.

Where's the Leadership, In office where they belong serving the entire membership that elected them! I am just glad I did not vote for them.

And for Jim, Better be by the LAW or it is illegal! If the speed limit is 55 and I drive 65 and not get caught does it make the requirement any less legal? Submitting wrong names etc does not change the law, nor our responsibility to it.

Neither of you want to be members and bring forth solutions you just want to complain. I tend to agree with you when you say your dues is in the right place.

Charlie

ETC Joe Jester ret

10-07-2008, 09:56 PM

Charlie,

The failure to bring a chapter into compliance rests solely with the national officers, whoever they were at the time. Don't try and make that out to be a members problem. Why the National Officers failed in their fiducary duty is something only they can answer.

Creating the "BOD" only skirted the issue. You can see that by answering the question concerning the IRC reporting requirements forwarded to National, since the chapters are under the color of the National organization. I'm betting that problem still exists, and no diciplinary actions have been taken against those who fail to comply.

I do want to thank you Charlie. After all, these arguements here prepared me for the $hitstorm brewing at the 501(c) organization that gets my energies and efforts.

MKCM Jim Bridges (Ret)

10-08-2008, 12:30 AM

Joe, Just what do you think would happen. We suspend or revoke their charter, they are no longer a chapter, less number of B O D members of who some presidents still will not attend convention, nor answer their responsibility when requested. I really fail to understand the need for a large B O D that is unmanageable due to logistics alone. And no the communication problems of the past are not over until everyone get's on board.

You and Jim both have the wrong idea about what needs to be done in this organization. The stuff we have discussed in this thread about the bylaws and legal is really simple and easy to fix. There first must be someone in office that wants to fix it.

Where's the Leadership, In office where they belong serving the entire membership that elected them! I am just glad I did not vote for them.

And for Jim, Better be by the LAW or it is illegal! If the speed limit is 55 and I drive 65 and not get caught does it make the requirement any less legal? Submitting wrong names etc does not change the law, nor our responsibility to it.

Neither of you want to be members and bring forth solutions you just want to complain. I tend to agree with you when you say your dues is in the right place.

Charlie

Charlie when I ask "where's the leadership" I was talking about yours, not the NO's. You have since the start of this debate talked about the dictator and all the bad things he's done, I have failed to see one thing that you have done to straighten him out. Leadership is not talking, you need to display some. This whole mess could have been straightened out years ago if you and others had stood up to Trimble & Shipp. Again you talk a good game but talk is cheap, how about a resolution? Thats what I thought.

Jim

BMCS Charlie Womack (Ret)

10-25-2008, 10:11 AM

Jim,

The first post of the election thread asked us to keep the law argument on this thread. Please respect that so the candidates can hopefully express their vision without what is nothing more than an argument about procedure. Some responses in bold.

Charlie, I dicided to respond to this, I have read the bylaws many times, please post for all to read anything that I have posted that is false

1. We know exactly what the lawyer was ask, If there could be two BOD's, his answer was having two BOD's was untenable., Since we have never had two B O Ds then the question was asked wrong.

2. There was a name change. but that is not what is important.So what is?

3. I didn't say they didn't conduct business, I said it was not their annual business meeting.

4. Your'e right it does say Managed by a BOD, it does not say a BOD and convention delegates or any other "Governing Body".You are right again. However, the convention delegates are not the managers. They are delegates who represent the membership of their respective chapters, to decide on what programs the association will support, what changes to the bylaws are made, what the budget is, what benefits we would like, etc, etc, etc,. It then becomes the Boards job to carry out and manage what the membership through their representatives have mandated.

I fully understand what a BOD is, it is the group of persons vested with the management of a organization year round. I don't need to look up what a convention is because there is nothing in the law requiring a convention, please show me the convention requirement. There is nothing in the law about "Convention delegates" as managers, or governing Body. I contend you do not fully understand. I have quoted several times in other post and threads, the definition of a Board of Directors, and a Convention. Your simply not accepting the fact they exist and the fact they are different does not make them false, or non-existent.

As far as reading the bylaws, The bylaws must comply with the code, not the code comply with the bylaws,agreed The CPOA Bylaws don't even come close to complying with the code disagree

Please tell everyone what part of the story that I'm leaving out.

Jim,

You, and I believe without knowing it, are advocating a Board of Directors Only organization. Those types of organizations normally have no membership and there are no elections. Most are non-profit created for a sole purpose of normally