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Submitted by Zero_One on Fri, 10/05/2007 - 8:52pm.
Oct 13 2007 - 12:00pm Oct 13 2007 - 4:00pm This meeting has been called as a result of the dispute between the OFS Board of Directors and members who are concerned about the Board’s recent actions. A growing number of members feel that the Board acted extremely unethically in their decision to fire a long-standing staff member. The process used to vote on the action was heavily flawed and cause for great unease about the Board’s intentions. This action has left OFS with no Operations Manager, no plan for his replacement, and with a large group of volunteers alienated and questioning their own commitments to the organization. Attempts have been made in recent weeks to hold the Board accountable for their actions, including a weeklong volunteer walkout and several open meetings in which concerns were voiced. In all cases, the Board has rejected the outcry of its members and volunteers. They have consistently tried to play down the problem and have defended their decision as necessary without addressing the core issue: the corrupt misuse of OFS bylaws and consensus process. At the upcoming meeting, members will be asked for their vote on whether to make the position of Board member an elected one and whether to hold elections immediately in the hope of resolving this issue. Having an open election process would allow the membership to ask questions of anyone wanting continue on the Board and approve or deny their candidacy based on the answers. It will give those with differing viewpoints a chance to join the Board. It will ensure that the diverse OFS membership is adequately represented in future decisions and that the Board has accountability for their official actions. This will be a strong move toward restoring confidence in the organization and healing the rift that has torn through it. Please make time to attend this very important meeting. Make your voice heard and help us to secure OFS’s continued presence within the Olympia community. For information on recent events, including full copies of correspondence with the Board, Details on how the termination vote was flawed, and how the upcoming meeting will affect OFS, go to: www.ofsvolunteers.com ![]() |
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location
Submitted by enpen on Sat, 10/06/2007 - 6:45am.In trying to add this to the OlyBlog Google calendar I realized there's no location listed here and I couldn't find it on the ofsvolunteers page. Is this at the Freeschool again? Maya's studio? Some other place entirely?
At the Capitol Theater
Submitted by Zero_One on Sat, 10/06/2007 - 6:56am.www.olympiafilmsociety.org
Submitted by OFS on Thu, 10/11/2007 - 1:05am.www.olympiafilmsociety.org
Up to date meeting information written and submitted by the "Special Meeting Task Force" formed by the staff and board, comprised of members from all sides of the issue is located at this site. Hopefully by tomorrow afternoon 9 more pages will be launched on the site. Including the meeting's agenda.
Just added to the site is a list of major accomplishements and milestones that the past 4 years of OFS Board of Directors have made. Or you can click here http://www.olympiafilmsociety.org/PDF/ofs_Report_2007.pdf also, the meeting minutes public and executive that lead to the termination decision, the petition, petition statements and much more are on the site!
I encourage everyone to read, digest, and make a well thought out vote on Saturday.
Sincerely, Audrey Henley OFS/Capitol Theater Manager
This sounds reactive to me.
Submitted by Rick on Sat, 10/06/2007 - 7:55am.If you really want to build a solution that represents the majority of the membership, and will stand up over time, it seems to me that it would be better to have a process that was more inclusive than just a single high-stakes meeting. For example, having ballots sent to the entire membership list. Also, it seems very possible that a single meeting where radical changes are going to be immediately implemented could result in just another small, but vocal, group of members being elected, resulting in a swing in the pendulum in the opposite direction. If you're really interested in finding a durable solution, doesn't it make more sense to find a neutral third party to help mediate the process? Then, whatever happens, there won't be any more bad feeling generated by a potential misuse of the that process.
When you think of the long and gloomy history of man, you will find more hideous crimes have been committed in the name of obedience than have ever been committed in the name of rebellion. -C.P. Snow
Hopefully the rebels won't
Submitted by emmettoconnell on Sat, 10/06/2007 - 8:56pm.Hopefully the rebels won't be as repressive as the current regime ;)
Unfortunately, the way the bylaws of OFS are currently written, a single high stakes meeting is the name of the game. I do agre with you though, a more considered approach would be better for both OFS and the democratic nature of the process.
here here
Submitted by OFS on Thu, 10/11/2007 - 12:06am.Not trying to be flippant,
Submitted by Merwyn Haskett on Thu, 10/11/2007 - 7:18am.Catholic baiting is the anti-Semitism of the liberals.
Peter Viereck, Yale Professor
many members
Submitted by OFS on Thu, 10/11/2007 - 10:47am.Rebels?
Submitted by Zero_One on Sun, 10/07/2007 - 12:03am.The high-stakes meeting would elect only an INTERIM board.
Submitted by curveball on Sun, 10/07/2007 - 7:33am.2 outcomes -
1 - vote on the bylaw change to force elections as the ongoing way of forming the board
2 - vote on interim board members to serve until the spring, when the real election would take place.
presumably, the interim board members (that would be viewed perhaps as more trustworthy, less biased than current board members) would work out the budget and mechanism by which those elections would happen (probably modeling it after the co-op, where bios could be placed online or in the OFS flyers prior to the election).
And yes, a single high-stakes 'special membership' meeting is the only mechanism by which either of these changes could come about given current bylaws. (modifying that to add an additional, perhaps 'better' method, would be another bylaw change that should be considered).
Well...
Submitted by cupric oxide on Mon, 10/08/2007 - 10:02am.OK kids, I've had just about enough of this pandering to the radicals at OFS. I'm sick of this meeting being called under the guise of a problem with the by-laws that just mysteriously came to light. The by-laws are posted. Have been the whole time. If this is some problem with them, why has it never surfaced until now? (You'll find my explanation of why below.) I'm sure this note will piss off the projectionists and volunteers who support Jeff. I don't care anymore. You need to be called out for what you are - unrealistic, immature, reactionary. So here is my reaction to you:
Reaction to paragraph one: This meeting has been called by a small number of Jeff's supporters and hand picked projectionists who forced a rushed meeting by leading people into signing a vaguely written petition and not explaining the repurcussions of the by-law amendments clearly. The board achieved quorum to conduct business on a problem that has plagued them for TEN YEARS, and kept them from moving on to more pro-active projects for OFS. The board was sick and tired of dealing with it, knew it needed to be addressed at long last, and finally did something about it. The board fired a difficult employee. Their intentions seemed to be to make the theater a better place for all to work and volunteer without some imperious prick treating them poorly. And if you ask me, the place seems to be rolling along just fine, save for the missed showings caused by the irresponsible walkout of the offended projectionists. The way that the Capitol Theater and OFS have been running just fine without an operations manager makes me wonder how necessary was an operations manager in the first place? Projecting 35mm film is not rocket science. Sound engineers are everywhere, as are qualified electricians, experienced carpenters, painters, welders, and all other aspects of theater maintenance personnel. If you have questions about your commitment to the organization, I'd take a closer look at yourself. It seems to me that you are more committed to the cult of Jeff, than to the OFS. And if that is the case, move along, your misfit hero is gone.
Reaction to paragraph two: How has the board "rejected" your outcry? First you wanted the board to re-hire Jeff. They had a vote to decide on a vote to re-hire Jeff and summarily decided against it. ALL OF THE BOARD MEMBERS. Clear enough. They let you know this. You then found your loop-hole in the by-laws to force an emergency meeting. AH-HA!!! You then regrouped and changed your tactics, and are now trying to remove the current board. I see right through you. And I'd go so far as to say that a growing number of OFS members are onto you as well. It is you who are downplaying the problems and difficult nature of Jeff. Calling him the face of OFS, some kind of genious and such. He was rude to lots of people and alienated many artists, performers, and general community members who could have been great assets to the OFS. Not so strangely, these people are coming back to the theater now that Jeff is gone.
Reaction to paragraph three: Those with differing viewpoints have ALWAYS been able to join the board. The call has been made over and over to have people join the board. Rarely does anyone heed that call. I quote "Having an open election process would allow the membership to ask questions of anyone wanting continue on the Board and approve or deny their candidacy based on the answers". Candidacy can not be approved or denied. I find this statement very telling as to the intentions of those who pushed for this meeting. Anyone can run based on any platform they want. Period. I am at the theater a lot. I feel no rift. In fact, I feel a very positive vibe as of late. But then again, I'm not a projectionist or a reactionary.
I'm having a very difficult time seeing this as anything more than a reactionary movement to oust the current board. Sounds like "an eye for an eye" to me. You fired Jeff, and refuse to re-hire him? OK, then we'll fire you. Real smart. Let's take all the work that they've done, VOLUNTARILY, and flush it. Don't get me wrong, though. I like the idea of a voted in board. Seems like a sage idea for a large and growing organization. I don't, however, like the idea of a bunch of inexperienced "revolutionaries" stacking the vote to get their butts in the board room seats as an "interim" board. Makes me dubious of their intentions. (rehire Jeff?) They walked around bars downtown getting signatures for their petition! What? Is this inclusive of the membership at large? And now I'm supposed to choose these new interim board members based on a 3 minute campaign speach, and a 5 minute Q&A? Am I the only one who finds this a bit rushed? Sure, have a voted in board. BUT, let's work with the current, experienced board to come up with a plan for it. Let's find out what else they've been up to, and see if these projects can be continued. Let's have a change over of board responsibilities based on a sensible time table. Let's give those who would like to be on the board a chance to prepare for an election. I say yes to the by-law change to have a voted in board. I say no to an immediate and irresponsible change over in board members.
You may now commence to picking me apart. Believe me, I expect it. Now have a nice day!
What I've been wondering
Submitted by Logarithm on Mon, 10/08/2007 - 9:52pm.Excellent point
Submitted by cupric oxide on Tue, 10/09/2007 - 7:22am.why not?
Submitted by Rob Richards on Tue, 10/09/2007 - 1:30pm.I call bullshit
Submitted by curveball on Tue, 10/09/2007 - 7:00am.Several things come to mind. The current Board had it within its' power to react to the projectionists in a different mannner than they did (rushed re-vote then hope the problem goes away).
They could have taken the initiative to say 'okay, you want to change the bylaws, we'll notify the members of the petition'. They did not.
Once the peition had gathered enough signatures (which OFS members actually came to many peoples' HOMES to gather) and the sigs were validated, the Board could have said 'okay, we'll send a postcard or letter to all the members so that they understand the situation'. They did not.
Go to the OFS website, click on Meetings and you'll find minutes of Board meetings from a small time period in 2005 or so. Read them. You'll find that some of the members of the current board (the current president for example) were on the Board then. You'll find that the board then was probably in violation of the bylaws at the time as well (8 members, 5 for quorum, since staff rep can't vote on some issues that role doesn't count for some issues on quorum). Not that the minutes are easily labeled so one knows who is, is not a board member or a staff rep, and how many were missing from the meeting.
Reading those minutes will also show you that when a member went to them and asked that a board member eval process be put in place, he had to go back EIGHT MONTHS LATER to ask why it wasn't in place YET. Ladies and germs, this smacks of a board that feels immune to what the members want or completely incompetent to achieve even implementing a simple suggestion in a timely manner or both. That was then, this is now, some members are the same, same dysfunction and disconnect exists. It's a pattern people.
the post above, terming projectionists as reactionary has some truths. Many volunteers within OFS don't understand the inner workings, nor do many members. The Board has done a shitty job of communicating them. The Board could have chosen to mandate that important communication items like Minutes, Budget, Stategic goals, etc. be placed on the website as opposed to hung up on a board in a lobby where you're very unlikely to read it on your way in to a film.
The Board, through incompetence or active desire, simply does not WANT an informed and active volunteer base or membership. They all think they have the big answer and if just left alone to implement it, all will be fine.
Two final points.
If Bartone was a problem for 10 years, why has the topic of 'problem' never been documented in Board meeting minutes or brought up at the annual meeting? If the role of operations manager is really unnecessary (despite who fills it), then wasn't the Board fiscally irresponsible in not eliminating that role long before?
If you're going to call the volunteers reactionary and radical because they FINALLY READ the bylaws and are inflamed they were violated, do you also call US Citizens who are FINALLY READING the constitution reactionary and radical becuase their civil rights are being violated also? Whatever the impetus, isn't it a good thing they're being read and potentially positive changes being advocated?
The Board had a lot of chances to make this better; they haven't. They have chances to run for interim Board positions (if the interim election part passes). I'm really not seeing the problem other than an immune and unresponsive board.
Some clarification
Submitted by Logarithm on Tue, 10/09/2007 - 8:11am."The current Board had it within its' power to react to the projectionists in a different mannner than they did (rushed re-vote then hope the problem goes away)."
I don't believe that the revote was rushed, although it did happen at the next meeting after it had been requested by the walkout participants. The Board also held two different meetings to hear the concerns of the walkout participants and the wider community. Each ran between 3 and 4 hours because it was important to give everyone a chance to speak. It was at the first of these meetings that the board was formally requested to revote, which was done shortly thereafter. No one ever requested that the board consider changing the bylaws.
"They could have taken the initiative to say 'okay, you want to change the bylaws, we'll notify the members of the petition'. They did not."
The first time the board was officially notified of the petition was at the board meeting when the signatures were delivered. The Board did then notify the membership about the upcoming special meeting.
"Once the peition had gathered enough signatures ... the Board could have said 'okay, we'll send a postcard or letter to all the members so that they understand the situation'. They did not."
Did you not receive the postcard that was sent out to all the current members? It cost over $300 to send these out, but it was the only way to be sure to inform all of the membership. It notifies members of the upcoming meeting and directs them to a website with more details as well as For and Against statements:
www.olympiafilmsociety.org
"[look in old minutes] You'll find that the board then was probably in violation of the bylaws at the time as well (8 members, 5 for quorum..."
It's true that the board has been low on members throughout its history. Many attempts have been made to interest new people, but it's not exactly a glamorous job.
"The Board has done a shitty job of communicating [information]. The Board could have chosen to mandate that important communication items like Minutes, Budget, Stategic goals, etc. be placed on the website as opposed to hung up on a board in a lobby where you're very unlikely to read it on your way in to a film."
The OFS website is whole different can of worms. It's going through a redesign (hooray, finally!), but historically it has been something that could not be edited. (Crazy, huh?) I think everyone agrees that posting more information to the website is an excellent idea that is being worked on.
One of the ways the board has tried to get information out is the Annual Membership Meeting, which has always had a dismally low attendance. If you have ideas of how to attract more interest (without cost, of course), I'm sure they would be welcomed.
And everyone is welcome to attend board meetings, where you can learn and comment on any current issues.
Or join the board! The board is always looking for new members.
"The Board, through incompetence or active desire, simply does not WANT an informed and active volunteer base or membership."
That is completely not true.
"If Bartone was a problem for 10 years, why has the topic of 'problem' never been documented in Board meeting minutes or brought up at the annual meeting?"
Because it is illegal for an employer to discuss an employee's personnel record. Only Jeff himself can choose to share more information about the full process with the community.
And responses
Submitted by curveball on Tue, 10/09/2007 - 8:41pm.OFS - Special Membership Meeting this Saturday
Submitted by chela2 on Wed, 10/10/2007 - 8:59pm.I want to encourage all OFS members to attend this Saturday’s special meeting of the membership called through the petition process allowed under the bylaws. The petition was in reaction to a specific personnel issue driven by a small group, not a well thought-out approach to improve OFS. Alternative approaches that can result in positive change should be considered. The renewed interest in the ‘workings’ of OFS is great. I hope the membership and volunteers can now assemble to create a stronger OFS. This can be done by incorporating new members onto the existing board; creating a by-laws review committee to look closely at all ideas, including possibly having elected board members; and, most importantly, creating a process where ALL members can become informed and weigh in on important decisions.
Joyce M, OFS Board member
Vote No on Proposal #1: “The Board of Directors shall be elected by the membership at the Annual Membership Meeting. The Board shall establish and oversee an election process that ensures effective recruitment of prospective Directors, active participation by the membership, and a secure and accountable balloting procedure.”
• Having an elected board might be a good idea. BUT electing the board members at the annual membership meeting isn’t democratic. If we are going to have an elected board, there must be a process for ALL members to have the opportunity to vote, such as a 30 day voting period similar to what is used at the Olympia Food Co-op. Under the current proposal, not only would the interim board election be non-inclusive, but the next election, at the Annual membership meeting in the spring, would also not allow full membership participation.
• Why not create a really viable election system through a well-thought-out process and incorporate that in to the next annual membership meeting instead? OFS should form a committee to make recommendations for revising and updating the entire bylaws – there are many parts of the bylaws that need clarifying or revising.
• Spending limited human and financial resources to have annual elections is not the best use of OFS resources. We could better spend those energies on fundraising, improving OFS internal structure, marketing, community-building, improving the theater, recruiting volunteers, improving outreach and communications to membership, grant writing and a zillion other things that OFS sorely needs.
• The current system for board application already allows for diversity of points of view and representativeness of the OFS membership. The key criteria are for the person to be willing to do the work needed, and to participate respectfully and constructively. It is extremely rare for an applicant not to be included. Under the current system there is an opportunity for anyone to ask questions of proposed board candidates and voice their opinions about candidates during the appointment process. The appointment process itself could be revised to be more ‘transparent’.
• Accountability can be improved under the existing structure by the board providing better communications with the membership - AND by the public attending board meetings (which, in my experience, has rarely been the case). The new web site will help hugely with accountability and transparency as well. (Although personnel issues are not public information and as with all organizations will continue to be confidential).
• Having elected members will not necessarily make the OFS board more functional. An elected Board would be up against the same systemic issues that has made the OFS board ‘dysfunctional’ since its inception – lack of structure, lack of key skills needed, lack of leadership. The current board has been working hard to create better structure and process, and fostering a collaborative environment that has resulted in a much more functional situation than of past boards. A newly elected board must be able to continue this process, or will come up against the same roadblocks that have affected all past boards.
Vote NO on proposal #2: “Vote on whether to immediately hold elections, using the process outlined below (in the petition), to constitute a new interim Board of Directors to serve until the next Annual Membership Meeting.”
• The petitioners chose to put forth the petition at a time when it was impossible to publicize the meeting or the potential elections for an interim board in the OFS program (because of the timing of the required 30 day period to hold the meeting). The people elected as interim board members would have a large amount of control and power over the future of OFS – yet there is no time for soliciting a range of candidates, learning about the candidates, or for the candidates to learn about the issues. Also, as noted above, they would be elected from only a small percentage of the overall membership.
• The current board has made a lot of progress toward making the OFS board and organization more functional. The history of contentious behavior on the board has significantly changed over the past 3 years. The board is continually working to improve structure and process. We have moved meeting location and time to be more accessible to the membership. We have clarified the board reapplication process (which had never been used before, allowing board members to serve indefinitely). We hired a board coordinator to provide a point person for board activities. We’ve been working with an organizational consultant ($10,000 worth of pro-bono work) and the progress that has been made would be lost if the whole board switches over to new members all at once. See olympiafilmsociety.org for a report on board activities.
• New people can join the existing board to increase diversity of representation. Several people have already expressed an interest in joining, and have attended the last few meetings to get familiar with the board and current activities. It would be far more productive and collaborative to incorporate some of the people who are interested in serving on a potential new, elected board, into the existing board and committees instead of a wholesale turnover with no provisions for continuity.
• The board didn’t act in bad faith when the termination decision was made. The personnel issue had been in front of this board for many months, and also prior boards. New board members were asked to stand aside on the termination decision because it was part of a personnel process which had been set out and followed over several months, which the new members had no history with, making it impossible for them to make an informed decision. Given the unwieldy structure of OFS, with the Board being responsible for hiring and firing (compared to most arts organizations, which have an executive director), it was incumbent on the Board to make a timely decision following the process that had been set out. Allowing the issue to recycle again and again as new members were brought up to speed, and old members left the board is one reason the OFS board and organization has been seen as dysfunctional in the past.
• The termination is not detrimental to OFS. The Board has received many letters and calls of support from community members, past board members, and long-time OFS members. A team of technical support people from Evergreen has offered their ongoing help with technical production capacity and troubleshooting. The position description is being reviewed and revised. A temporary technical director will be on board for the film festival. Great live events are being produced successfully alongside the film series. New volunteers have come forth, and most of the existing volunteers continue to be very engaged and having fun. Several volunteers continue to be dedicated to building maintenance and repairs. The film festival is around the corner and is going to be great.
OFS new "interim" website
Submitted by OFS on Thu, 10/11/2007 - 1:05am.Up to date meeting information written and submitted by the "Special Meeting Task Force" formed by the staff and board, comprised of members from all sides of the issue is located at this site. Hopefully by tomorrow afternoon 9 more pages will be launched on the site. Including the meeting's agenda.
Just added to the site is a list of major accomplishements and milestones that the past 4 years of OFS Board of Directors have made. Or you can click here http://www.olympiafilmsociety.org/PDF/ofs_Report_2007.pdf also, the meeting minutes public and executive that lead to the termination decision, the petition, petition statements and much more are on the site!
I encourage everyone to read, digest, and make a well thought out vote on Saturday.
Sincerely, Audrey Henley OFS/Capitol Theater Manager
Wow, when it's the Boards' asses on the line
Submitted by curveball on Thu, 10/11/2007 - 6:32am.THEN they're finally able to get off their collective asses and put up a website to communicate (3 days prior to meeting no less).
Of course, it's only to essentially put up an 'ad' for their 'side' of this issue.
Ah, motivation. Too bad they weren't so motivated all these years when they could have been publishing minutes or budgets or goals, or accomplishing what their primary goal as a Board is supposed to be - ensuring that they have AT LEAST the minimum number of (not just warm bodies that can be rolled over by current leadership, but real, functioning board members) in place to follow the bylaws.
please read the BOD minutes/ Operartions Meeting Minutes!
Submitted by OFS on Thu, 10/11/2007 - 11:32am.Yeah, it's great to list the BOD accomplishments
Submitted by curveball on Thu, 10/11/2007 - 4:48pm.But it'd be better if you'd put it in context with the accomplishments of boards and staffs past. That hasn't happened. Instead, the accomplishments doc now reads like 'hey, nothing was happening before, nobody was doing anything right, we are the ONLY board that could possibly be trusted to run this organization' when in reality, OFS has been functioning for a helluva long time.
I mean, honestly. The 'accomplishments' document holds up stuff like 'we held beneftis' or 'we acquired in-kind services' or 'we met with consultants to talk strategic direction' or 'we got some grants' as an example of what THIS board accomplished with the implication that none of those things have been done in the past, because no context is provided. Past Boards and staff are therefore (probably accidentally, but still) denigrated for their accomplishments. This is certainly NOT the only Board that has acquired in-kind services, gotten grants, formed strategic plans, taken huge leaps forward in personnel or budget issues etc.
I do recognize the contribution of current board and staff, really I do. However, OFS as currently constituted is an illegal organization. You didn't have enough board members to even ADD new ones. You took an illegal personnel action because you didn't have quorum to do it even if you HAD a legally constituted board (which you didn't).
From a legal viewpoint, I think the very status of non-profit that OFS enjoys currently is suspect, and if one were to report them to the Sec of State for the bylaw violations, the entity would be legally dissolved, and, probably some very serious back taxes would be owed to the IRS as 501(c)3s get some big breaks. You know, if one were remotely interested in FOLLOWING the rules. To me, the Board's failure to realize these things and act to prevent them trumps every other possible accomplishment they could list because they have put the actual organization at serious risk.
Read the minutes of the July '07 meeting.
Submitted by curveball on Thu, 10/11/2007 - 6:42am.Unclear whether Josh is a board member (he's a coordinator, I think he's staff, and since Audrey is the rep he can't be the board staff rep so he mustn't be).
Which leaves Joyce, Mike, Audrey, and Paul (who showed up for the 2nd half of the meeting) making decisions.
Hi. Bylaws require a minimum of 8 members. Bylaws require a minimum of 5 members for quorum (any decision making). They didn't even have quorum to approve the 3 NEW applicants to the Board (which Audrey CAN vote on), yet they did. So effectively those 3 new folks can't be voted on and aren't even legit board members.
Then in executive session, when they were STILL not a legal board according to their own 8 minimum bylaws (though they'd illegally beefed up to 7)...they had 3 new members that they expressly asked to stand aside, leaving the 4 board members to make the decision.
Audrey can't vote on personnel decisions so she was also a forced stand-aside (but hey, they probably didn't follow they bylaws on that either.
Seems like the bylaws are but an afterthought - something to be all defensive of if anybody tries to change them, but nothing to actually FOLLOW when you're doing business as usual. No wonder OFS didn't want to share this kinda stuff on a website where it'd be easy for pepole to find/read it. What an embarassment.
You got it exactly!
Submitted by Guglielmo on Thu, 10/11/2007 - 9:56am.The current board and their recent decisions are illegitimate.
I would like to hear someone from the board
Submitted by Guglielmo on Thu, 10/11/2007 - 11:07am.yeah.
Submitted by Rob Richards on Thu, 10/11/2007 - 12:34pm.As members of OFS I think Gug and I deserve to hear a board response to this issue. If the process was completely sidestepped, and the by-laws were ignored, then we have an illegitimate board. If that's the case, then we need board elections, done through a mailing and given a window of time for voting (the co-op's model fits OFS' structure well I think). I don't see an end to these disputes until things are settled democratically, and holding a special meeting to hold a vote is NOT democratic at all. A vote at a special meeting caters to the two sides that are warring right now, as they will each recruit people to come and vote the way they want and we'll end up with a divided vote and no legal majority.
If existing board members did circumvent the process, then action needs to be taken to address that issue. In my opinion, it is unbecoming of a board member to purposefully ignore the bylaws no matter the reason.