The meeting was called to order at 7:57 PM by Chairman Louise Lepie at the Houston Athletic Fencing Center at 4997 West Bellfort, Houston. Other Officers present were Vice Chairman John Trojanowski and Secretary Matt Delevoryas. Treasurer Dennis Meyers was absent.

The draft minutes of the previous (Jan. 4) meeting, as they had appeared on the Division Web site for the last month, were discussed, as were other matters. It was suggested that one section was in error, and Matt Delevoryas suggested that a suitable correction would be to change the first occurrence of "It was noted that content changes to the home page" to "It was noted that, except for news item headlines, content changes to the home page". Eventually, Matt Delevoryas moved to accept the minutes with the single mentioned change. After further discussion, it was noted that a section later in the minutes supported the original draft wording of the questioned section (that the exception of news item headlines had yet to be made until later in the meeting). Matt Delevoryas moved to amend his motion to strike the mention of any correction to the draft minutes. Discussion resumed. Matt Delevoryas moved the previous question. The previous question passed. The amendment passed, leaving the main motion amended to be to accept the minutes as written. The main motion then passed.

The assembly discussed the petition which had been received from five or more members of the Division calling for a meeting of the Division to be held. It was noted that the date the Chairman had as a target would not be acceptable because there would be insufficient notice to make changes legally to the Bylaws. The best date for a meeting which would not be illegally soon would, however, be after March 1^st, and one proposed Bylaw change (known as "Proposition 9") called for the establishment of a requirement for certain actions to meet a deadline of March 1^st. It would greatly complicate implementation of such a Bylaw change if such a change were adopted after March 1^st. During the discussion, a modification to Proposition 9 (thereafter known as "Proposition 17") was devised which preserved almost all of the words of Proposition 9 except to substitute for March 1^st a method of calculating the deadline based on the actual dates of relevant events in any given year. It was noted that the calculation specified in Proposition 17 would produce a deadline in late March, clearly after the revised target meeting date being considered by the Chairman.

The assembly reviewed the currently available draft texts of the formerly 16, now 17, Bylaw amendments then known to be expected to be offered at the meeting of the membership (see Appendix I to these minutes) and considered whether to endorse the membership voting in any specific way for each of them.

By general consent, the assembly endorsed the membership voting FOR Proposition 1.

By general consent, the assembly endorsed the membership voting FOR Proposition 2.

By general consent, the assembly endorsed the membership voting FOR Proposition 3.

By general consent, the assembly endorsed the membership voting FOR Proposition 4.

The assembly discussed Proposition 5, but did not endorse voting in any specific manner.

Matt Delevoryas moved that the Executive Committee endorses the membership voting AGAINST Proposition 6, in view of Proposition 3 being a preferable way to achieve the same objective. The motion passed.

By general consent, the assembly endorsed the membership voting FOR Proposition 7.

By general consent, the assembly endorsed the membership voting AGAINST Proposition 8 and FOR Proposition 11 in view of Proposition 11 being similar but preferable because it prohibited the Annual Meeting from being held while fencing is in progress.

By general consent, the assembly endorsed the membership voting AGAINST Proposition 9 and FOR Proposition 17 in view of Proposition 17 being similar but preferable by having a candidacy announcement deadline which was governed by the actual schedule of the year, and because it would not pose implementation problems if it were enacted shortly after March 1^st.

The assembly discussed Proposition 10, but did not endorse voting in any specific manner.

During debate, it became more clearly realized by the assembly that both Proposition 9 and Proposition 17 called for proxy votes for Division elections to be prohibited. Louise Lepie reported that she had in hand a message from Donald Alperstein, USFA counsel, stating that the USFA Bylaws, specifically Article XV (Divisions and Sections) Section 7 (Divisional Officers) prohibited any division excluding votes by proxy for members of the Executive Committee. All were in agreement that the key sentence read "The casting of ballots for officers, Representatives and members of the Divisional Executive Committee may be made in person or by proxy and nominations from the floor at the time of meeting may be made unless the Bylaws of the Division specify to the contrary." The contention of Matt Delevoryas was that the phrase "unless the Bylaws of the Division specify to the contrary" permitted the Gulf Coast Bylaws to specify to the contrary both concerning right to floor nominations and right to proxy voting. For Donald Alperstein's interpretation to be correct, "unless the Bylaws of the Division specify to the contrary" would have to apply to what came after the word "and" but not what came before it. It was understood that Louise Lepie would specifically inquire of Donald Alperstein of clarification about why we shouldn't think that the last few words of that section specifically permit divisions to prohibit proxies in their bylaws.

In view of the issue of legality of prohibiting proxy votes, Louise Lepie moved to rescind the endorsement to vote AGAINST Proposition 9 and FOR Proposition 17. After debate, the motion to rescind failed. Matt Delevoryas moved to amend the endorsement already made to be stated to be contingent on the legality of both Proposition 9 and Proposition 17 with regard to prohibiting proxy votes. The motion passed.

By general consent, the assembly endorsed the membership voting FOR Proposition 12.

By general consent, the assembly endorsed the membership voting FOR Proposition 13.

By general consent, the assembly endorsed the membership voting FOR Proposition 14.

By general consent, the assembly endorsed the membership voting FOR Proposition 15.

By general consent, the assembly endorsed the membership voting FOR Proposition 16.

The assembly began discussion of a recent tournament, the "10,12,14 F/E 14 S (Houston Youth Challenge)", also known as "Houston Challenge", conducted by Salle Mauro on January 8-9. The Chairman of the Division's Bout Committee had advised the Secretary not to proceed with certifying and reporting of results to the National Office because of complaints received about strips substantially shorter than specified in the rules of fencing, and that what transpired should not be considered to have been sanctioned USFA fencing. The discussion included both advice received from various relevant parties, and the effects on fencers who had traveled long and short distances, and who had and had not trained on the exact short strips used in the tournament. John Trojanowski, the Chairman of the Division's Bout Committee, declared that the fencing which occurred should now be treated as sanctioned USFA fencing. It was understood that there will be research concerning allowable strip lengths.

There was some discussion of Division sponsorship of referee development opportunities. For the record Louise Lepie noted that she had used the authority granted to her from the previous meeting until the current meeting, provided she received consent from the other Officers, to arrange referee seminars to be paid for by the Division. In particular, she had arranged for Gary van der Wege to give a referee seminar Friday evening the 4th in The Woodlands (the evening before the Space City Rendezvous) and for him to give a seminar Friday evening April 22^nd in College Station (the evening before Divisionals). It was noted that there was some recent controversy about whether Gary had been privately contracted to give the seminar on the 4^th or Louise, on behalf of the Division, had done so. Louise emphasized that, notwithstanding the controversy, the seminar had definitely been arranged by her at a time after Gary had already been contracted for refereeing at the Space City Rendezvous and before anybody but her approached Gary about a seminar the preceding evening.

At midnight, John Trojanowski departed, and quorum was lost.

Louise Lepie moved to adjourn. The motion passed. The meeting adjourned at 12:02 AM.

 

Appendix I

The 17 Bylaw Amendment Proposal Drafts Considered for Executive Committee Endorsement

Proposition 1

In the Gulf Coast Division Bylaws, in Article VII Section 1, substitute "regular meetings" for "annual meetings" in both occurrences, in Article VII Section 1 part 1, substitute "Kick-off meeting -- on the same day" for "On the same day", in Article VII Section 1 part 2, substitute "Annual meeting -- on the same day" for "On the same day", and in Article VII Section 3 substitute "regular meetings" for "the annual meeting".

Proposition 2

In the Gulf Coast Division Bylaws, in Article VIII, Section 3, append: "It is not required to notify a member of a regular or special meeting if, under the circumstances prevailing at the time the rest of the members are notified, that member would not be entitled to vote at the meeting."

Proposition 3

In the Gulf Coast Division Bylaws, in Article VI, Section 4, replace "a quorum shall consist of representatives of over one-half (1/2) of the clubs, or four clubs, whichever is greater." with: "a quorum shall consist of representatives of over one-half (1/2) of the clubs which have selected either an eligible representative or an eligible alternate, or four clubs, whichever is greater."

Proposition 4

In the Gulf Coast Division Bylaws, in Article VIII, Section 5, replace part 3 with: "If USFA, INC. requirements specify that a member must act to cause a condition to be satisfied before a specific calendar date during the membership year, and the vote occurs prior to that date, then it shall be sufficient if the member is known to have caused the condition to be satisfied by the time of the vote. However, in such a case, if the specific condition is the communication of certain information to the National Office of USFA, INC, then it shall be sufficient if the member communicates the information instead to the Secretary of the Division."

Proposition 5

In the Gulf Coast Division Bylaws, in Article VI, in Section 2, change "one member of THE DIVISION" to "one member of THE DIVISION who is not an officer of THE DIVISION", and in Section 8, change "without regard to any other role the member may serve in the club or in THE DIVISION" to "without regard to any other role the member may serve in the club or in THE DIVISION except officer of THE DIVISION".

Proposition 6

In the Gulf Coast Division Bylaws, in Article VI, append to Section 4: "Any club which does not select either a representative or an alternate during the first month of its membership in USFA, INC. during a membership year shall not be entitled to select representatives for the rest of the membership year and shall not be counted when determining the size of a quorum."

Proposition 7

In the Gulf Coast Division Bylaws, in Article VI, append a new section numbered consecutively with the existing sections reading: "Common Ownership: For purposes of representation on the Division Board, including the size of a quorum, any two or more clubs which individually are eligible for representation on the Division Board, but which have identical ownership, shall be treated as if they are a single club."

Proposition 8

In the Gulf Coast Division Bylaws, in Article VIII Section 1, in the part titled "Annual meeting", replace "Annual meeting -- on the same day as and prior to the beginning of the Divisional qualifiers for Summer Nationals" with "Annual meeting -- on any day or the evening preceding any day of the Divisional qualifiers for Summer Nationals at any time prior to the completion of the qualifiers".

Proposition 9

In the Gulf Coast Division Bylaws, in Article IX, replace Section 1 with "Nominations: candidates for all offices established under these Bylaws shall be nominated by notification of the Secretary prior to March 1st, and submission by the candidate of a brief biography and statement of goals, to be disseminated to the membership by the Secretary by the most efficient reasonable means.", and in Section 2 insert at the beginning "If no nominations are made for any office which is required to be filled, nominations for this office shall be made from the floor of the election meeting, with the election by written ballot by voters present at the meeting without any votes by proxy, with the winner determined by receiving the majority of the cast in the balloting or any necessary repeated balloting.", and in Section 2 replace the two sentences "If two (2) or more nominations are made for any office, voting for the candidate for such contested office shall be in person and the candidate receiving the majority of the votes cast shall be declared elected. Written ballots shall be used." with the three sentences "If two (2) or more nominations are made for any office, voting for the candidate for such contested office shall be by ballots prepared in advance and distributed to eligible voters as soon as practical after the close of nominations, and redistributed in advance or at the election meeting as needed upon request of an eligible voter who has not returned a ballot. Votes must be cast by the voters, and not by proxy, and the ballots may be returned in advance, or delivered at the election meeting. The candidate receiving the majority of the votes cast shall be declared elected."

Proposition 10

In the Gulf Coast Division Bylaws, in Article VIII Section 2 replace "shall be called by the Chairman upon the written request of not less than five (5) members of the Division" with "shall be called by the Chairman upon the written request of not less than five (5) members of the Division or ten (10) percent of the members of the Division who would be entitled to vote at the time of the written request, whichever is larger".

Proposition 11

In the Gulf Coast Division Bylaws, in Article VIII Section 1, in the part titled "Annual meeting", replace "Annual meeting -- on the same day as and prior to the beginning of the Divisional qualifiers for Summer Nationals" with "Annual meeting -- on any day or the evening preceding any day of the Divisional qualifiers for Summer Nationals at any time prior to the completion of the qualifiers when no qualifier is being fenced".

Proposition 12

If and only if Proposition 9 or Proposition 17 is enacted, or a sufficient portion of either is enacted to create the possibility of an election with absentee ballots failing to produce a winner because no candidate receives a majority of the votes cast, then in the Gulf Coast Division Bylaws, in Article IX, in Section 2 replace the sentence "In the event that three (3) or more candidates are nominated for any office, and no candidate receives a majority vote, a run-off election shall be conducted and the winner shall be declared elected." with "In the event that in any election all candidates receive insufficient votes to win, then a special meeting of the membership called by the Chairman and ballots will promptly be distributed again to all members eligible to vote at the time of that meeting, for return before or delivery at that meeting, with the meeting being scheduled as soon as practical at least 15 days after the date of distribution of the ballots."

Proposition 13

In the Gulf Coast Division Bylaws, in Article IV replace Section 5 with: "The office of Secretary and Treasurer may be combined for any one-year term of office at the time of the annual meeting, for the duration of the upcoming terms of office. 1. If the election of both the Secretary and the Treasurer require no decision about combination of the offices prior to the annual meeting, then the offices will be combined upon majority vote of the members of THE DIVISION voting in person at the annual meeting. In the event of such vote, the candidates for the office of Secretary and the office of Treasurer, nominated pursuant to Article IX of these Bylaws, shall all be deemed candidates for the combined office. 2. If the election of either the Secretary or the Treasurer requires a decision about the combination of the offices prior to the annual meeting, including but not limited to printing of ballots which can be cast prior to the meeting, then the offices shall be deemed combined if and only if the same candidate wins the elections for both Secretary and Treasurer."

Proposition 14

In the Gulf Coast Division Bylaws, in Article V append to Section 1: "The means by which such additional members are elected depends on the mechanism by which elections are conducted. 1. If the election of members of the Executive Committee requires no information about what candidates exist for what office prior to the annual meeting, then the decision to elect any additional members and, if so, how many, shall be made at the annual meeting by those eligible to vote for the additional members. 2. If the election of members of the Executive Committee requires information about what candidates exist for what office prior to the annual meeting, including but not limited to printing of ballots which can be cast prior to the meeting, then the additional members shall be elected by considering there to be six indistinguishable positions for which a nomination applies equally to all, except that ballots or votes with a vote for no candidate will be included in determining the number of votes required and if fewer than six candidates receive at least a majority of votes then offices will be left unfilled, with another vote or ballot only to resolve a tie for the lowest position when more than six candidates receive at least a majority."

Proposition 15

In the Gulf Coast Division Bylaws, in Article VIII append to Section 2: "For a special meeting called because of a written request of members, the Chairman shall still specify the time and place, but the time shall be soon enough to accommodate the business intended for the meeting, and the time and place shall be of relative convenience for the membership of the Division."

Proposition 16

In the Gulf Coast Division Bylaws, in Article VIII, in Section 3 replace the three sentences "Notice: written notice of the date, time and place of regular meetings shall be given to all members not less than fifteen (15) days in advance of such meeting. The notice shall contain a statement of the officers to be filled at such meeting, a statement as to any proposed amendments to the Bylaws to be voted upon at such meeting, and a statement of other matters required a vote of the membership at such meeting. All members shall be given at least seven (7) days prior written notice of all special meetings, which shall set forth the business to be transacted at the meeting." with the three sentences "Notice: written notice of the date, time and place of regular meetings shall be given to all members not less than fifteen (15) days in advance of such meeting. All members shall be given at least seven (7) days prior written notice of all special meetings, which shall set forth the business to be transacted at the meeting. The notice shall contain a statement of the officers to be filled at such meeting, a statement as to any proposed amendments to the Bylaws to be voted upon at such meeting, and a statement of other matters required a vote of the membership at such meeting." and in Article XIII insert after the sentence ending "may be amended at any annual meeting of the members, or at any special meeting of the members called for that purpose" the new sentence "Without regard to the number of days prior notice required to hold a meeting at which these Bylaws may be amended, the prior notice required for a statement as to any proposed amendments myst be no less than fifteen (15) days."

Proposition 17

In the Gulf Coast Division Bylaws, in Article IX, replace Section 1 with "Nominations: candidates for all offices established under these Bylaws shall be nominated by notification of the Secretary prior to six weeks before the reporting date for divisional qualifiers for Summer Nationals, and prior to four weeks before the start of the Divisional qualifiers for Summer Nationals, and submission by the candidate of a brief biography and statement of goals, to be disseminated to the membership by the Secretary by the most efficient reasonable means.", and in Section 2 insert at the beginning "If no nominations are made for any office which is required to be filled, nominations for this office shall be made from the floor of the election meeting, with the election by written ballot by voters present at the meeting without any votes by proxy, with the winner determined by receiving the majority of the cast in the balloting or any necessary repeated balloting.", and in Section 2 replace the two sentences "If two (2) or more nominations are made for any office, voting for the candidate for such contested office shall be in person and the candidate receiving the majority of the votes cast shall be declared elected. Written ballots shall be used." with the three sentences "If two (2) or more nominations are made for any office, voting for the candidate for such contested office shall be by ballots prepared in advance and distributed to eligible voters as soon as practical after the close of nominations, and redistributed in advance or at the election meeting as needed upon request of an eligible voter who has not returned a ballot. Votes must be cast by the voters, and not by proxy, and the ballots may be returned in advance, or delivered at the election meeting. The candidate receiving the majority of the votes cast shall be declared elected."