The 19 June 2005 update
On 19 June 2005, the Gang of Three posted an update to their website. Since it's just a bunch of new text at the top of the page, I'll dissect the update here, just as I did the original on this page. As before, their text is inside a box, while my comments on it are below that.
Update, 25 June 2005: I've added a few links to other pages, and comments I got on the letter the Gang of Three relies uppon to say that the amendment must have been ovted on at the January meeting.
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UPDATE!! June 19, 2005 |
Whaddya know, a truthful statement! Yes, the Society did indeed put this on its web page. That's because it's an accurate statement of the state of the amendment.
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Those statements show just how far that some of the Board of Directors and other dissidents will go to shut down vote by mail. |
What dissidents? If anyone's a dissident here, it's the Gang of Three; they're the ones trying to overthrow a system that's worked well for 40 years.
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They have seriously overstepped their bounds. |
On the contrary. The Board of Directors, under Texas law, is the final authority as to what happens in a corporation, be it for-profit or nonprofit.
Update, 23 June 2005: The Board's authority explicitly extends to amending the bylaws. See this page for the citation.
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The Board of Directors does not have the authority to "table" a bylaw amendment, |
They didn't. They recognized the actual state of affairs: that the amendment was "tabled" upon the ruling of the President that it met the test specified in that paragraph, and that the appeal of that ruling was improper and not allowed.
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especially one that has already passed. |
It didn't pass according to the rules.
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Only the membership has the authority to amend bylaws. |
Correct. In doing so, it has to follow the bylaws themselves, including every rule in the bylaws, whether it's convenient or not. The rules have not yet been followed.
Update, 23 June 2005: The Gang of Three's statement in the box is incorrect, as it turns out. The Board's may amend the bylaws, under Texas law. See this page for the actual text of the law.
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The dissidents even admit themselves that it did indeed pass. |
Imprecise wording. No, it did not pass. The people at the meeting in January - including everyone who joined at that meeting with a crisp new $10 bill - voted in favor of it, but that does not mean it passed.
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They cannot turn back time and pretend something did not pass when it did, no matter how much they desire it. |
The Gang of Three cannot turn the clock ahead and violate a specific requirement in the bylaws, no matter how much they desire it.
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They cannot "roll back" the bylaws based on a Board of Directors vote. |
The Board recognized the correct status of the amendment: postponed to allow the poll of the Vested Members required by the bylaws. Once that poll is completed, the amendment will be voted on.
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The Texas VHF-FM Society is not a volunteer organization as they would claim, |
Oh? Who's paying the Gang of Three to be directors, then?
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but rather it is a Texas Non-Profit Corporation. |
Free clue, guys: These two are not mutually exclusive. Lots of volunteer organizations, including the Society, are nonprofit corporations.
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Texas Non-Profit Corporations must follow corporate laws just like any other Corporation. |
Indeed they must. Those laws specify the role of the Board of Directors as the ultimate watchdog and arbiter of what happens. Those laws give the Board the power to do what it did at Ham-Com.
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The bylaws are a contract between the Corporation and the State of Texas. The Board Of Directors does not have the authority to amend that contract. |
The membership does not have the power to violate that contract. That's what it tried to do in January, and that's what the Board stopped at Ham-Com.
Update, 23 June 2005: The Board, however, does have the power to amend the bylaws. See this page.
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Questions of Legality |
Here we go again. They sure throw around the word "legal" carelessly.
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Some of the Board members who oppose vote by mail have asked one of their good friends, Jay Maynard, to do a little dirty work for them. |
Wrong. This site was entirely my idea, and is entirely my work. Most of the Board didn't know I was doing it until it was complete; those Directors I spoke to while I was working on it were told I was doing it, not asked if I should do it.
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He established a website |
Yup. You're reading it right here. Note that, while I link to their site, they don't link to mine. In typical cowardly fashion, they want to raise their arguments without giving me a chance to answer. That you're reading this shows they failed.
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in which he makes numerous slanderous comments, |
Really? That accusation itself is slanderous (or libelous; I'm not sure which applies to statements on the net. Is it speech or writing?). Leaving that aside, though, you'll notice they don't name a single one. I also have not received any notice of a lawsuit for slander, and it's not because I'm hard to find.
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and propagates a substantial number of lies about the three Directors |
To date, I have not been told that anything specific on this site is a lie. They don't name anything specific as a lie on their site, either. Could that be because they can't?
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who have worked to help the membership achieve something that they have wanted for decades: Vote By Mail. |
In my years on the Board, I only heard one call for vote by mail - and it was quickly withdrawn once the problems were explained to the proponent. If the membership has wanted it for decades, it could have had it long before now.
Surely if the membership did indeed want it for decades, it can wait another few months to pass it properly according to the bylaws. What's the big hurry? Why should it be rushed into effect now? The answer is simple: The Gang of Three's terms as directors expire at the end of the summer meeting in August, and they're terrified they'll get thrown out of office before there's a ballot they can pack.
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He refers to these Board Members as Gangsters |
Wrong. Not once do I use the word "gangsters" on this site. (Well, I just did, for obvious reasons.) I don't call them "gangsters" (oops, I did it again) anywhere else, either. Their actions don't come close to the level of the criminal activities most folks associate with that word.
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or the "gang of three." |
Yup. That's intended to be a mostly humorous reference to the notorious Gang of Four, who were responsible for China's Cultural Revolution in the late 60s and early 70s. The original Gang of Four brought great upheaval and trouble to China. The Gang of Three wants to bring great upheaval and trouble to the Texas VHF-FM Society.
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He even did his own four page "analysis" |
Why the quotes? My work was clearly an analysis; whether they agree with my conclusions or not, they should at least recognize that I did sit down with a copy of Robert's Rules of Order Newly Revised and analyze the actions of the members present at the meeting in January, and how those actions violated the rules.
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on why the bylaw amendment "broke the rules" |
The amendment did not break the rules. If it is passed at the meeting in August, it will become a part of the bylaws and have full force and effect - which, in my opinion, will irreparably harm the Society's ability to function. I discuss why on this page.
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and was not "properly adopted." |
No quotes necessary. It was not.
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No matter how well oiled his "analysis" sounds, it does not hold water under Texas State Law. |
If this is the case, they should have no trouble citing the law in support of their position. Why haven't they? For that matter, they should easily win a temporary injunction forcing the Society to honor the amendment. Where's the motion for that injunction?
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Maynard, nor the dissidents, can use Roberts Rules of Order to supersede Texas State Laws. |
I suspect they meant to say "Neither Maynard, nor the dissidents[...]". They are correct about that. The membership cannot supersede it either, and in January, that's exactly what they did - by violating the bylaws.
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Maynard and the other dissidents have tried very hard to make the amendment sound unfair, expensive, |
I don't have to try hard at all. I only have to look at what the amendment really requires and what it will really cost. Postage and the CPA firm's fees for counting votes alone will cost an irreducible minimum of $980 per vote for 800 members, and that ignores printing, stuffing, stationery, and other expenses. The Society's annual budget is around $5000. The three votes a year that this amendment would produce represent more than 60% of the budget.
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and have attacked every aspect of it. |
Correct. There's not a single part of it that I agree with.
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Unfortunately, Maynard is not a Professional, Certified Parliamentarian, nor is he a licensed attorney, |
Correct on both counts. I do intend to become a Professional Registered Parliamentarian at the earliest opportunity; that I do know about parliamentary law is obvious to most folks, but some insist on the piece of paper. I have absolutely no intention of ever becoming an attorney.
Update, 25 June 2005: I showed the attorney's letter (near the end of the lawsuit) to a friend who's an attorney. He found the attorney's letter puzzling on several counts. The following are some of the coments he had:
(about the comment that the amendment was "well-drafted" and "well-thought out"...JRM) I'd have to say in all the years I was in New York City and Newark corporate firm practice, such a phrase would *never* have been allowed to be put in any sort of an opinion letter.
I note that neither the attorney nor the expert make any citations to Texas law or RRO. This would seem odd to me, especially given the assertion in the last paragraph of the lawyer's letter that Texas law "requires" that a motion be considered immediately. This implies that there is a specific statutory provision, or specific case law interpreting the statute. The fact that none is cited is puzzling.
One other oddity struck me about the attorney's letter: there is no disclosure as to whom the attorney was rendering legal advice. If he was retained by the Society (including a committee of the board thereof), that fact should have been disclosed. The import of this is that, arguably, an officer of the Society could ask for his backup papers. If the attorney was not retained by the Society, but a group of members or a certain group of officers, that fact should also have been disclosed. As it stands, the letter, which is referred to as an "open letter" (another thing that I haven't seen in the 12 1/2+ years I've been a practicing attorney) is quite vague as to the issue of who engaged the attorney to review the amendments to the bylaws.
I also find it interesting that the attorney who drafted the Gang of Three's letter is not the same one who sued the Society. Was this because he recognized the case was, fundamentally, a wagonload of horse exhaust?
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but merely a good friend of Paul Baumgardner and the other dissidents. |
What, guilt by association? Can't they do any better than that? Yes, I do consider Paul Baumgardner and the other directors - aside from the Gang of Three - to be friends, some of them very good friends. They're my friends because they share the same interests and goals as I do, and are willing to work long and hard for them.
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Maynard has a long history of presiding as the Parliamentarian at Society meetings |
The parliamentarian does not preside. He advises. The President may rule in accordance with his advice, or not, as he sees fit. Many Presidents of the Society have recognized my understanding of parliamentary law by seeking my advice.
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and using his limited knowledge of Roberts Rules of Order |
I suggest that anyone who thinks they know more than I do about parliamentary law and Robert's Rules sit down, without the book at hand, and take the 300-question membership sample test for the National Association of Parliamentarians. The actual membership examination is 100 of those 300 questions. You have to know more than just the very basics that most folks understand in order to pass that test. I did, as the fact that I'm a regular member of the NAP shows. I intend to take and pass the examination for Registered Parliamentarian before the August meeting.
Update, 25 June 2005: I will not be able to do so. The NAP requires too much lead time before giving the examination for me to get it in before the meeting. I can understand why, if the examination is prepared by selecting 300 questions from a bank of 1200...
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only to stifle opposing views that he or his friends did not personally agree with, as anyone who attended the 2004 Society Summer meeting in Austin witnessed first hand. |
The Gang of Three is mad at me because, whenever they attempted to violate the rules of decorum in debate, I called them on it. I suggest they read pages 379-382 of Robert's Rules of Order Newly Revised, 10th Edition to see where they went wrong. They have also conveniently forgotten that I called John Johnson, N5NH, one of the other directors, to order on the same grounds.
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This violates the root fundamental of Roberts Rules of Order and democracy. |
I don't believe anyone's opinion should be silenced, as long as they follow the rules of debate. In particular, the Gang of Three, and especially Chris Hudgins, insisted on repeatedly attacking others' motives, which is specifically against the rules.
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Maynard has made false claims that the court has ruled in favor of Mr. Baumgardner and the dissidents, |
What part of "Plaintiff's application for injunctive relief is hereby DENIED" don't they understand?
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in their attempt to shut down vote by mail, |
All I'm trying to do is make sure the bylaws are followed. The membership can adopt any amendment it likes if it follows the rules.
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or as Maynard states: "the court didn't buy it." |
What part of "Plaintiff's application for injunctive relief is hereby DENIED" don't they understand?
Update, 25 June 2005: The Gang is claiming (through one of their cronies who they couldn't get elected to the Board in August 2004, and is trying again this year) that that's just standard legalese. Yes, it is. That doesn't mean the judge had to leave it in the order he signed. If he didn't want to say that, all he needed to do was take his pen and cross it out. Judges do that all the time. You don't have to look any farther than the temporary restraining order to see that. Since he left it in, he meant to say exactly that, and that cannot be read as anything other than a loss for the plaintiffs.
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In reality, the court has not even heard any argument regarding the dissidents' weak claims that they should be allowed to table vote by mail, |
That's because the Gang of Three hasn't seen fit to file an application for a temporary injunction, even though they claim to have a clear and convincing case. Why is that? Probably, it's because they don't want to have their heads handed to them again in court.
This is really argument by misdirection, though. Nowhere do I say that the court ruled on the Board's actions at Ham-Com. The court did rule on the Gang of Three's assertion that the amendment was properly adopted, though, and threw it out. If the Gang of Three feels otherwise, then they should have no trouble convincing a court to issue a temporary injunction.
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The hearing is set for March, so it's ridiculous for Maynard to make that claim. |
The hearing on the actual lawsuit is set for March 2006. There is no hearing set for a temporary injunction, which is the proper route for the Gang of Three and their cronies to take if they feel the Board Did Wrong. They can have one anytime they want it - but this time, unlike in April, they cannot blind-side the Society with it, which is probably why they haven't bothered.
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Don’t be fooled by false statements made by the dissidents. |
Indeed, you should not be fooled by false statements made by either side. The difference is that I haven't made any. If I had, the Gang of Three would have no trouble being specific about it and proving me wrong.
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Both the bylaw amendment and Maynard's "analysis" have been reviewed by a Professional, Certified Parliamentarian and two licensed Attorneys in Texas. |
The only documents they show (at the end of the lawsuit) are from one attorney, who did not comment on paragraph 6.6.3 in his letter - which means, under standard lawyers' procedures, that he didn't consider it - and a Professional Registered Parliamentarian, who only commented on the amendment itself. She could hardly say the amendment was not in accordance with Robert's Rules of Order when it was lifted bodily from that book.
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After review of the arguments made on both sides, all agree that the vote by mail bylaw amendment, made by Steve Agee at the Winter meeting, was not only legal, but that it was properly passed and cannot be legally "tabled" or overturned by the Board Of Directors, or at a meeting based on an attendance vote. |
If this is the case, they should be able to produce documents from both attorneys and the parliamentarian stating that, and giving their reasons why. I would especially be interested to see an explanation from the parliamentarian as to why paragraph 6.6.3 did not apply, taking my analysis into account. I'm always willing to be corrected by folks who know more than I do. The attorneys should have no trouble, similarly, explaining how the Board's oversight role under Texas law does not apply here.
Update, 23 June 2005: This is even more wrong in light of the plain, black-and-white language of the law.
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If the dissidents feel that the new amendment is such a bad thing and should be further amended, they should follow the proper process to amend it, and not try to declare it "tabled," |
The Gang of Three is in no position to complain about others not following procedure when they so cavalierly disregard it themselves.
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this proves their real motive to kill vote by mail. |
If that's the case, why will the Board conduct the poll of trustees required by paragraph 6.6.3, and why will it be voted on at the meeting in August? Is the Gang of Three that afraid they can't pack a meeting in Austin enough to ram the amendment through? I've been told that their good friend Steve Agee (hey, if they can do guilt by association, I can too) is talking about chartering buses to take people to Austin; is that not enough to satisfy them that they will prevail?
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The new amendment process is a fair process that allows all members to have a vote in future amendments, |
Having a process that can be packed by well-financed campaigning, such as the Gang of Three is doing, is hardly fair.
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and is done by mail ballot so every member may vote even if he or she cannot travel to Austin. |
I have little sympathy for folks who complain that traveling to Austin is too onerous. I just bought my airline tickets for Summerfest, at a cost well over $300, and will rent a car for my visit for $90 plus gas. I'll also lose three days' income, as I work as a consultant and get no paid time off. By comparison, someone driving down from Dallas has it easy.
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This is what all democratic organizations should strive to accomplish, |
So every democratic organization should spend thousands of dollars to solicit votes from people who can't be bothered to come to a meeting, just so one well-financed faction with a grudge can pack the vote and run things their way?
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unfortunately the dissidents do not show a desire for a fair, democratic organization. |
I desire that passionately for the Society. That does not mean that I agree that vote by mail is the way to get there.
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The "Big Lie" Theory |
That's indeed what I believe they're doing. The rest of this site explains why I think so.
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Let's look at that for a minute. |
Okkay, I'll play along.
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Who is Maynard eluding |
It took me 15 minutes of head-scratching, trying to figure out why I would want to escape from anyone, before I understood this. I finally had to read this aloud to myself to realize they mean to say "alluding to". Check out any of several online dictionaries to see the difference. Here's a hint, folks: Simplfy your language (something I'm not that good at myself). Try "saying", or if you want to be fancy, "implying".
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that the Society is controlled by now that the Reform Directors want to "take it over" from? |
The people running the Society are a bunch of folks who genuinely care about providing fair, efficient, cost-effective frequency coordination services to the hams of Texas, and are willing to work long hours in cooperation with others to provide those services. No, they're not perfect. They're human, after all. They do, however, do their level best to fix wrongs when they're found.
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If all parties involved are members, how can members "take over" their own organization? |
By getting a whole bunch of new members to join, and even financing their memberships, perhaps? Where did that stack of fresh, crisp $10 bills all those folks joined with in Dallas come from, anyway? Was it perhaps the same source that's paying for membership mailings and paying for lawyers and paying for parliamentarians and paying for lawsuits and paying and paying and paying? Why is there so much money being spent on this effort?
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This is like saying that Americans are tying to "take over" America every time we have an election. |
Why then are there calls for people to "take back" America, then?
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So he must be eluding that some other organized group actually controls the Society through other means, and the Reform Directors are trying to take it over from that other group. |
Here we take flight into the realm of fantasy. I'm not the one arguing that there's a vast "evil empire" that controls the Society. I believe that the fact that a small group of folks has been leading the Society for years is because there's a small group of people in any organization that gets things done.
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In reality, the only "Big Lie" that exists is the one that Maynard and the dissidents are propagating: that someone is trying to "take over" the Society and that they have hidden agendas. |
I calls 'em as I sees 'em. I've discussed throughout this site why I think there's a small group trying to take over the Society and what their agenda - at least, as far as I have been able to figure it out - might be.
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The Reform Directors only want to see fair, equitable elections |
...where they can stuff the ballot box with impunity...
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and a fair government for the Society, |
Of course, they're the only ones who know what "fair" means - except that it means that any government they don't control is automatically unfair.
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free of all the biased, petty, political nonsense that has substantially plagued the Society for a very long time. |
Ever since Chris Hudgins decided to carry his feud with Tom Blackwell, N5GAR, to the Society. There's an easy way to end the petty political nonsense: all the Gang of Three has to do is quit spreading it.
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That is not a "take over" but rather an admirable vision for the future. |
It would be if it were actually what the Gang of Three wanted. As with their other pronouncements, though, it's all motherhood and apple pie and no substance.
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Vision For The Future |
I'd be happy to do so. I have no confidence that the Gang of Three will actually follow suit, however. A good start would be taking down their website, so they wouldn't be spreading lies, innuendoes, spin, and half-truths.
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and honor the new bylaws put in place by its members. |
If the vote by mail amendment is properly adopted at the August meeting, in accordance with the bylaws, then it will be honored. Until that meeting, it has not been, and cannot be, put in place by the members.
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Everyone has the right to make up their own mind and is entitled to their own opinion. That should be viewed as a positive, rather than negative and should not be stifled. |
Absolutely. That's why I've created this website: to give the membership a clear view of the other side of the argument from the one the Gang of Three is putting out at great expense.
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The Reform Directors want to encourage less oppression of views and spark innovation, forward thinking, and new technology. |
Great. They can start by stopping the mudslinging.
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The Society has a lot of room for improvement. |
The Gang of Three has utterly failed to put forth any specific improvements that don't begin with "elect us and our cronies to the Board".
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It takes a substantial amount of courage to stand up to big egos and people entrenched in their ways, especially when their views are of an opposing nature. |
How much courage does it take to file a last-minute lawsuit in such a way as to guarantee that no opposing arguments or evidence will be heard? How much courage does it take to pack a meeting in order to ram through an amendment designed to protect one group of directors' seats on the Board? How much courage does it take to cower in one's car a block away from a meeting where one's position has been soundly defeated? How much courage does it take to publish a campaign letter carefully designed to look like an official Society document? How much courage does it take to publish a website with no information on who's behind it?
The answer to all of those: damned little. Despite the big words, the Gang of Three is led by a rank coward who isn't willing to fight for his ideas in a straightforward manner.
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That should not be viewed as a negative on the people who are willing to stand up, but rather a positive. |
It would be if they actually stood up, instead of taking potshots from behind cover.
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The world we live in changes daily, if the Society continues to be held in the past, the future will continue to pass the Society by, and the Society will fail. |
Just what does the Gang of Three feel the Society needs to do to keep up that it cannot do now, under the current structure? They never show any specifics.
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Feel free to make up your own mind, but do so based on the REAL facts, not propaganda that is disseminated to discredit, |
Indeed. That's why I wrote this web site: to allow you to decide based on all the facts, not just those the Gang of Three wants you to know.
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such as Jay Maynard's website. |
"Hello, Mr. Kettle. I'm Mr. Pot. You're black."
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Ask your own questions of all parties involved and find out what is really going on. You owe it to yourself, and the future of the Society. |
By all means. There are lots of questions going unanswered from the Gang of Three. When I get more time, I'll sit down and add a list of them to this site.