Gulf Coast Division
Executive Committee Meeting
April 1, 2004

The meeting was called to order at 12:15 PM by Chairman Andrey Geva at the Starbucks at 5000 Westheimer Road, Houston. Other Officers present were Vice Chairman August Skopik and Secretary Matt Delevoryas. Treasurer John Trojanowski was absent.

The first debate concerned Executive Committee minutes – but was a complicated discussion dealing with multiple issues concerning minutes simultaneously. [The Secretary had already distributed draft minutes of the March 21, 2004 meeting of the Executive Committee. He had received feedback from the Officers already and had made one revision to the draft but had not made other revisions. The Secretary had not posted the draft minutes on the Division's Web site despite provisions in the Bylaws requiring mailing of the minutes to all Division members after the meeting.] Andrey Geva advocated a policy of posting draft minutes without regard to outstanding concerns of Officers about the content of the minutes. He also advocated the minutes including mention of all people who brought up suggestions during the course of the meeting, what all those suggestions were, and what motions resulted from the suggestions. Concerning one particular change he had proposed to the minutes, he stated he felt that there would be nothing inappropriate about the minutes of the Executive Committee containing a statement from the incumbent Chairman about his willingness to serve as Chairman and his desire to work with the same other three incumbents. Concerning another particular change he had proposed to the minutes, he stated that there definitely was a motion which passed to have the tellers for the election at the meeting of the membership of the Division be the members of The Committee [Secretary's note: The phrase "The Committee" herein is meant to refer to the committee with no known official name which was constituted by agreement at the November 16^th meeting of the membership of the Division, composed of a representative of each club, to recommend a policy for awarding certain key tournaments including Divisionals to host clubs]. He also acknowledged a discussion he had with Matt Delevoryas days after the meeting where Matt spoke of two Officers being of the opinion that no such decision of the Executive Committee had actually been made (just discussion), and where Matt offered a parliamentary opinion that under applicable rules of procedure including Robert's Rules of Order to such extent as they might be applicable, the Executive Committee had no power to specify who tellers would be at a meeting of the membership, but instead only the chair of that meeting would have the power to appoint the tellers. He (as all Officers present and absent agreed) did describe that there was a discussion at the Executive Committee meeting concerning details of having members of The Committee be tellers.

The Secretary commented that he had deliberately refrained from publishing his draft minutes in deference to the opinions of Officers who wished the minutes to read differently, although he thought that their desires were wrong and he could not condone changing his own draft to accommodate them before the Executive Committee itself met and adopted minutes reading in the specific way of its own choosing.

Andrey again defended the idea of publishing draft minutes notwithstanding the existence of objections to the draft from people like himself.

Matt then stated that Robert's Rules of Order does describe what function minutes serve and what they need to contain, and that what he was already doing was ten times longer than he was obligated to do, and suggested that the arguments over the content of the minutes concerned his failure to go eleven times farther and include specific items desired to be seen in the minutes but still not among the base information required of minutes. August Skopik briefly described what desirable minutes would be, with speakers identified in the order they speak and describing what they said. (Neither Andrey nor August ever spoke of restricting the minutes to actions of parliamentary significance, but rather including discussions without parliamentary consequences.)

August Skopik moved to accept Matt Delevoryas' last draft of the minutes with three amendments previously expressed in writing by Andrey Geva: 1) Insert before the paragraph beginning "It was noted that there were 15 different proposed amendments" a new paragraph reading "Andrey Geva stated that he would run for the position of Chairman for 2004-2005, and said he would like to work with the same Officers on the Executive Committee.". 2) Insert following that new paragraph another new paragraph reading "Andrey proposed that the Division should change the way candidates run for the office, so names of candidates have to be made public a month prior to the election day". 3) Append to the paragraph beginning "The Chairman expressed concern that there would be a large number of proxies" the sentence "The Executive Committee agreed that the representatives on The Committee would count votes at the elections. The Chairman asked the Secretary to notify the representatives." Without debate, the motion passed by a vote of two to one.

The Chairman explained that there were two matters which seemed to require prompt attention of the Executive Committee – the qualifying tournament for Summer Nationals to be held the following weekend (April 3-4), and the annual meeting scheduled for 8:00 AM April 3^rd.

Andrey reported that he had been contacted by Nic Stoffle (the President of FCUH, the host club for Divisionals) and asked if he would referee, and for what consideration. Andrey reported that he responded by citing $80/day for rated referees and $50/day for others as the standard rate of the Division. But, he expressed concerns about the exact way the policy is phrased being imprecise and/or inappropriate with regard to referees with certification or background comparable to but not actually being USFA certification as a referee. [Secretary's note: It was at the Oct. 2, 2003 meeting of the Executive Committee where, according to minutes taken by an unidentified party and not known to have been accepted by the Executive Committee: "The Officers discussed and agreed to suggest the directing fees for Gulf Coast tournaments be $50 per day for unrated directors, and $80 per day for qualified ranked judges." Presumably, the term "judges" was meant to be director or referee, not actually the optional official described in the rules by the name "judge".] After some discussion of issues and of wording, the Executive Committee by general consent resolved that the standard wages for referees in tournaments in the Gulf Coast Division be $80/day for referees rated by the USFA or having other analogous international certification, or at the discretion of the organizing committee for the tournament, and $50/day for others. The Chairman asked the Secretary to notify Nic Stoffle of this resolution.

Andrey expressed concern over the possible problems of having the annual meeting before fencing begins, and noted that the South Texas Division is meeting after its fencing. He expressed a desire to have the meeting not be before the fencing, or to have the meeting not have to complete before the fencing if it took too long. The Officers generally supported the idea that scheduling could be better than to have the meeting before the fencing. However, Matt Delevoryas pointed out that the Bylaws of the Division specify that the annual meeting must be before the fencing, not just start before but entirely be before the fencing, and that it would require a Bylaw change to do anything else legally. It was suggested that it would be sufficient if the majority of the members at the annual meeting were to vote to recess or adjourn until a certain time (after fencing) if the business of the meeting were not complete. But, it was pointed out that this would create a violation of the Bylaws which could be used as grounds for only a single person desiring to appeal the legitimacy of the elections and seek to have them invalidated.

Andrey expressed the thought that the time-consuming portions of the annual meeting would be two: Bylaw amendment proposals, and elections. But, it was mentioned that Bylaw amendment proposals could be very fast. At the last Executive Committee meeting, the members of The Committee were asked to review the proposed changes and report by 48 hours in advance of the meeting any concerns about the proposals which should be considered when scheduling time for the meeting or even putting the motions on the floor at all. And, within 48 hours of the meeting, not a single concern had yet to be communicated. As such, it might be possible that all 15 announced and documented proposals could be adopted in a single motion requiring negligible time during the meeting. But, Andrey touched on a 16th proposal, his desire to modify the election process to provide for candidates to be required to be known perhaps one month in advance of the election. Given the idea of such change, there was some discussion of pragmatic details of implementing it, like providing equal access on the Division Web site for announcements of candidacy, the possibility of allowing debate among candidates on that Web site, the possibility that such debate would not exist but would be confined to candidates' speeches with restricted length at the election meeting, or discussion at the election meeting limited to some total elapsed time. The discussion then changed to the legal issues involving making such a change to the election process. Matt cited the Bylaw concerning issuing notice of the meeting and the requirement of disclosing not just intent to modify the Bylaws but the proposed changes. Andrey said that there were people who already were told to bring ideas for Bylaw changes to the meeting, and that that was part of why the meeting exists. Matt argued that the meeting did not exist for the purpose of making unannounced changes to the Bylaws. Ultimately the Officers reached a consensus that there existed no legal authority to amend the Bylaws at the annual meeting unless the particular amendment had already been brought to the attention of the membership, but that the annual meeting would be a perfectly suitable forum for members to raise issues and announce desires to make actual changes with motions at the meeting of the membership which would already be required to occur in August (unless some special meeting of the membership were convened first).

The Chairman raised the issue of what proxy forms would be accepted at the meeting. The Executive Committee was aware of the decision it had made at its previous meeting specifying that proxies would have to be prepared on 309 individual post cards mailed to the 309 voters in the Division. But, the Officers had in the meantime received an opinion from George Masin that any otherwise legal proxy or power of attorney could not be refused in the absence of authority in the Division Bylaws to do so. This would mean that the resolution of the Executive Committee would be legally void and unenforceable.

The Executive Committee, noting that the reason for requiring proxies to be on the proxy post cards was to minimize the opportunity for proxy fraud. Given the circumstances of this election and the number of people reasonably believed to have prepared proxy forms at two different times of year naming two different designees, the Officers were all confident that there would be proxies brought to the meeting which were not valid without taking some sort of action to avoid the situation. But, it appeared that there likely would still be proxy forms or powers of attorney presented which would not be on the authenticatable 309 post cards, hence could be invalid in various ways which could not promptly be verified at the meeting. Given the unlikelihood of the Executive Committee being able to prevent voting irregularities before the fact, the Executive Committee instead discussed how to deal after the fact with possible problems.

After much discussion of details of both ideas and wording, by general consensus the Executive Committee resolved that the Secretary would notify both the heads of the clubs in the Division and the representatives of the clubs on The Committee that images would be made of all proxies for the records of the Division, and that after the meeting any voter may request that the Executive Committee validate the proxies.

Further, the Executive Committee discussed details of proxy validation, and decided that Andrey Geva, August Skopik, Matt Delevoryas, and John Trojanowski would meet within one week of the election meeting to validate the proxies if the Executive Committee receives any request to validate the proxies.

The Chairman outlined, and discussed, his planned agenda for the annual meeting. First, he would take a few minutes to introduce the meeting and summarize the agenda, and speak about the current fencing year of the Division. Then, he would yield to the Treasurer to present a financial report. Then, the 15 specific Bylaw change proposals would be entertained. Then, the elections would be conducted.

There was some discussion about proper protocol for the election. It was noted that there were two ways the election could proceed, having elections for all positions be handled in parallel, and having each position separately nominated and the vote completed before handling the next position. No policy provides for either of these options, other than the choice of the meeting itself, or, more typically, in the absence of any strong preference by the meeting, the leadership of the Chairman toward one option or the other. The discussion then focused on tellers for the election.

The Executive Committee had already discussed tellers at its previous meeting, but there had been contention about what had really officially been done which had not been resolved until minutes for that meeting were adopted as amended earlier in the current meeting. And, what was settled was that the record would show that "The Executive Committee agreed that the representatives on The Committee would count votes at the elections." This idea was developed further in debate, including issues of whether there existed any authority of the Executive Committee to compel those 17 people to be the tellers, or how to deal with absent members of The Committee. Ultimately, a consensus was reached that, notwithstanding the exact language of the earlier decision of the Executive Committee, as described in the minutes as adopted earlier in the meeting, the intent was that the Chairman exercise his power to select tellers, but that he intended to select tellers from those representatives on The Committee who were present at the meeting. Given this understanding, the Executive Committee then reached a consensus that the Secretary would notify the representatives on The Committee that their presence at the election meeting would be very desirable both because of their importance as representatives of their club in Division issues and the presence of Division issues at the meeting, but also because the Chairman intended to draw from among their ranks the people who would be tellers at the meeting.There was some discussion about proper protocol for the election. It was noted that there were two ways the election could proceed, having elections for all positions be handled in parallel, and having each position separately nominated and the vote completed before handling the next position. No policy provides for either of these options, other than the choice of the meeting itself, or, more typically, in the absence of any strong preference by the meeting, the leadership of the Chairman toward one option or the other. The discussion then focused on tellers for the election.

The Executive Committee then discussed the mechanics of balloting. For contests with fewer than two people, there is no counting, but for two or more the Bylaws prescribe that the voting be in writing. After extended discussion, it was obvious to everyone that if proxy votes didn't enter into the picture, the balloting could simply consist of the tellers giving one blank ballot to each voter, collecting them, and counting them. And, in the case of a person also holding a small number of proxies, he could be given a small number of ballots corresponding to the proxies. But, for people holding large numbers of proxies, it seemed unduly burdensome for that one person to prepare many dozens of ballots if he did not object to a certain loss of anonymity in voting. Ultimately, the Executive Committee agreed that for written election votes each vote (either a person voting in person or a proxy in the hands of a person) should be given one ballot unless someone with a large number of proxies prefers to receive a single ballot for a group of votes, and then that single ballot would be certified at the time of its distribution to be valid for as many, and counted by the tellers as representing as many, votes as the person specifies he wants to consolidate into a single ballot.

Matt then inquired of the Executive Committee if it wished to endorse any of the 15 specific proposed Bylaw changes besides Proposition 10 which it endorsed at its previous meeting. Matt reported that besides himself, one Officer had privately endorsed all proposals, one Officer had privately endorsed only some of the proposals and expressed discontent about only Proposition 10 but later decided otherwise at the Executive Committee meeting, and one Officer had not privately expressed any opinions besides endorsing Proposition 10. It was understood that Officers would further review the proposals to see if they might care to make known how they stand as a group, although not officially as the Executive Committee (as there would not be another meeting of the Executive Committee before the annual meeting).

Matt moved that he be reimbursed for the approximately $80 expense of the meeting notification post card which he had sent for the annual meeting when the Chairman issued the call for the meeting. The motion passed without objection.

It was noted that Divisionals seemed generally to be in hand, with some specific comments about logistics being made.

It was agreed that Matt Delevoryas was handling the hotel arrangements for Jerry Benson for his visit to Divisionals, and the Andrey Geva was providing all needed transportation for Jerry.

By general consensus, the meeting adjourned at 1:45 PM.

Matt Delevoryas,
Secretary

Approved Apr. 16, 2004