The special meeting of the membership was called to order at 6:11 PM by Chairman Louise Lepie at the Uptown Hotel and Suites at 7787 Katy Freeway, Houston. Other Officers present were Vice Chairman John Trojanowski, Secretary Matt Delevoryas, and Treasurer Dennis Meyers. Approximately 15 other members of the Division were present.

The Chairman mentioned that the meeting had been called to entertain proposed Bylaw changes which had been made available to the membership. (The proposals appear as Appendix I to these minutes.) She requested, and received the consent of the assembly to limit all speakers during debate to two minutes, with a second opportunity to speak being allowed only after all others wishing to speak a first time had spoken. The Chairman introduced registered parliamentarian Connie Pendergast, seated to her left.

The Chairman read from the Gulf Coast Division Bylaws, parts 1 and 2 from Article VIII Section 1, then the proposal known as "Proposition 1", then what the same portion of the Bylaws would read were Proposition 1 enacted. Suzanne Simpson moved Proposition 1. The motion was seconded. The motion passed by a vote of 17 for, 0 against.

The Chairman read from the Bylaws, Article VIII Section 3, then "Proposition 2", then what the same portion of the Bylaws would read were Proposition 2 enacted. Frank Berntsen moved Proposition 2. The motion was seconded. The motion passed by a vote of 19 for, 0 against.

Andrey Geva inquired on the Chairman whether it would be permissible, after disposing of the announced propositions, to offer additional motions from the floor to change the Bylaws. The Chairman stated that it would not be permissible because there would not have been the required notice to the membership to change the Bylaws in such newly suggested fashions. Andrey argued that USFA requirements to allow Bylaw proposals to be offered from the floor without prior notice would apply to the Division. Debate then ensued involving what Robert's Rules of Order Newly Revised, the Division Bylaws, and USFA Bylaws had to say about the matter, and which was applicable. Eventually, Marty Wysocki questioned whether a quorum were even present at the meeting. The Chairman stated that a quorum was present. Debate about propriety of offering new proposals continued. Ultimately, Marty Wysocki moved that any other proposed changes to the Bylaws be allowed to be enacted during the meeting. The motion was seconded. The Chairman ruled the motion to be illegal, hence out of order. Kathy Bone inquired if parliamentarian Connie Pendergast were being paid with Division monies, and if she were a member of the USFA. The Chairman answered no to both questions. After still more discussion, Marty Wysocki moved that the meeting be "suspended" for two weeks (which would allow changes or additions to the announced proposals to be made before resumption). The motion was seconded. After debate, Marty Wysocki moved the previous question. The motion was not seconded. Matt Delevoryas moved to lay on the table the motion to "suspend" the meeting. The motion to table was seconded, and passed without objection.

After still more discussion about the meeting and its allowed business, August Skopik moved that "there be held a meeting of the Division on March 21^st at 7 PM to entertain any Bylaw changes proposed from the floor tonight and any Bylaw changes submitted by March 6^th". The motion was seconded. The motion passed by a vote of 18 for, 0 against.

Matt Delevoryas moved "Proposition 3". The motion was seconded. After debate, August Skopik moved to lay Proposition 3 on the table (with the intention of considering "Proposition 6" first). The motion to table was seconded, and passed by a vote of 13 for, 0 against.

August Skopik moved Proposition 6. The motion was seconded. After debate, the motion passed by a vote of 13 for, 6 against.

Matt Delevoryas moved to take from the table Proposition 3. The motion was seconded. The motion passed by a vote of 19 for, 0 against. After brief debate the Proposition 3 failed by a vote of 3 for, 13 against.

The Chairman read from the Bylaws, Article VIII Section 5 part 3, then read Proposition 4 which would replace that part. Matt Delevoryas moved Proposition 4. The motion was seconded. Debate began. The exposition of the details of the status quo and how Proposition 4 would change them was arduous and unclear, save that it involved subtleties of how Division Bylaws cause the requirements for eligibility to vote early in a membership year to be determined in a manner which depends on what requirements the USFA has at the time concerning eligibility to vote in USFA national affairs. It was clear that under current circumstances this involves an age of at least 18, USFA membership, and issues involving timely notification to the National Office of being of sufficient age. Giorgio Bassa moved to substitute for the motion a motion replacing Article VIII Section 5 with the specification that to be eligible to vote in the Division one must be 18 years old and a member of the USFA. The Chairman noted the absence of previous notice for such a Bylaw change and ruled the motion out of order. Giorgio Bassa moved to substitute for the motion a motion replacing Article VIII Section 5 with the specification that to be eligible to vote in the Division one must be 18 years old before February 1^st of the current fencing year. The motion was not seconded. Michael LoParco moved to postpone the motion (Proposition 4) to the March 21^st meeting. The motion was seconded. The motion to postpone passed by a vote of 14 for, 4 against.

The Chairman read from the Bylaws, Article VI, Sections 2 and 8, and read Proposition 5, and read the same sections of the Bylaws as they would be changed if Proposition 5 were enacted. August Skopik moved Proposition 5. The motion was seconded. After debate, the motion passed by a vote of 15 for, 4 against.

The Chairman read Proposition 7. Frank Berntsen moved Proposition 7. The motion was seconded. After debate, Steve Moss moved the previous question. The motion was seconded. The previous question passed by a vote of 18 for, unknown against. Proposition 7 passed by a vote of 17 for, 1 against.

Matt Delevoryas moved to recess to the call of the chair. The motion was seconded and passed by general consent. The meeting recessed at 8:05 PM.

The Chairman called the meeting to order at 8:17 PM.

The Chairman read from the Bylaws, Article VIII Section 1 part 1 (formerly part 2 before adopting Proposition 1), then read Proposition 8 which would replace that part. John Trojanowski moved Proposition 8. The motion was seconded. Matt Delevoryas moved to substitute Proposition 11 for the motion. The motion to substitute was seconded. After brief debate, which established that Proposition 11 differed only by an additional provision forbidding the annual meeting to be held during the fencing of a qualifying event at Divisionals, the motion to substitute passed by a vote of 18 for, 0 against. The main motion (now Proposition 11) passed by a vote of 18 for, 0 against.

The Chairman read from the Bylaws, Article IX, then read Proposition 9 which would completely replace the first of two sections, then the second of two sections as it would read if Proposition 9 were adopted. She noted that Proposition 9 would prohibit the use of proxy votes in Division elections. She then read to the assembly an electronic message she reported she had received from USFA General Counsel Donald Alperstein as part of a conversation including at least herself, Alperstein, and Giorgio Bassa about legality of prohibiting proxy votes.

It was noted that the very portion of USFA Bylaws, Article XV Section 7 quoted by Alperstein ("The casting of ballots for officers, Representatives [to Congress] and members of the Divisional Executive Committee may be made in person or by proxy and nominations from the floor at the time of the meeting may be made unless the Bylaws of the Division specify to the contrary") could easily be read to mean that proxy votes and floor nominations both are within the power of division bylaws to prohibit. Alperstein's interpretation could be explained only by assuming that two different concepts were written adjacent to each other with no intervening punctuation, the concept of proxy votes without reference to ability to prohibit, and a separate concept of floor nominations with ability to prohibit. Matt Delevoryas stated that he had been told beforehand of this interpretation by Alperstein and had questioned it on the basis that his reading of the English was that the ability of division bylaws to prohibit applied both to proxy votes and floor nominations. He said that he had asked for someone to get a clarification from Alperstein that he wasn't imagining things, that the English did indeed seem to say exactly that, but that the interpretation of the USFA is that the English is indeed bad and the actual intention and current interpretation is consistent with what the Bylaw would read if there were a punctuation break inserted between proxy votes and floor nominations. Matt stated no such confirmation had been brought to his attention, and no such confirmation had been brought to the meeting. Nonetheless, both the Chairman and Giorgio Bassa were quite certain that Alperstein had unambiguously communicated to them that his interpretation specifically forbade using division bylaws to prohibit proxy votes. Alperstein in other correspondence had reported that if his interpretation were not considered sufficient, the only additional step to get a more authoritative interpretation would be to have the USFA Board of Directors interpret.

The assembly then directed its attention to what actions relating to Proposition 9, and the similar Proposition 17 which differed only by what deadline was specified for declarations of candidacy, might be legal if prohibiting proxy votes were illegal. After discussion, August Skopik (quoting portions but not all of Proposition 17) moved, in the Gulf Coast Division Bylaws, in Article IX, to 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 to 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, with the winner determined by receiving the majority of the cast in the balloting or any necessary repeated balloting.". The motion was seconded. After debate, Andrey Geva moved to amend the motion to replace "membership by the Secretary by the most efficient reasonable means" with "voting membership by written notice within two weeks of when no further nominations can be accepted by the Secretary, and dissemination of the information on an official Web site of THE DIVISION for the entire period between two weeks after when no further nominations can be accepted by the Secretary and the completion of the election". The motion was seconded. The motion to amend passed by a vote of 18 for, 0 against. Then, the main motion as amended passed by a vote of 17 for, 0 against.

The Chairman read from the Bylaws, Article VIII, Section 2, and read Proposition 10, and read the same sections of the Bylaws as they would be changed if Proposition 10 were enacted. Kathy Machol moved Proposition 10. The motion was seconded. The motion failed by a vote of 0 for, 16 against.

It was noted the Proposition 12 was void because it specified "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", and Propositions 9 and 17 had already been addressed in a fashion which did not create absentee ballots.

The Chairman read from the Bylaws, Article IV, Section 5, and read Proposition 13 which would completely replace it. Matt Delevoryas moved Proposition 13. The motion was seconded. Although the proposition concerned an existing portion of the Bylaws permitting the offices of Secretary and Treasurer to be merged, and addressed practical problems caused by changes elsewhere in the Bylaws by Propositions 9 and 17, debate broadened to include whether the Bylaws ought to have the existing provision for merging the two offices. Desire was expressed to eliminate the possibility of merging the two offices, but it was understood that due to lack of previous notice it would be illegal to enact such a change at the meeting. Ultimately, the motion failed by a vote of 4 for, 14 against.

The Chairman read Proposition 14. Matt Delevoryas moved Proposition 14. The motion was seconded. There was much debate, primarily devoted to understanding what the proposition would do rather than to arguments over its merits. A question was asked about whether the already-existing zero through six untitled optional additional members of the Executive Committee would fall under the prohibition (enacted in Proposition 5) concerning who is prohibited from being named to the Division Board. The answer offered and accepted by the assembly was that, given the ambiguous usage of the words "office" and "officer" in the Bylaws and the conventional usage of the terms within the Division, that all members of the Executive Committee, not just the Chairman, Vice Chairman, Secretary, and Treasurer, would be prohibited from being appointed to the Division Board. Eventually, debate ended, and the motion passed by a vote of 17 for, 0 against.

The Chairman read from the Bylaws, Article VIII, Section 2, and read Proposition 15, and read the same section of the Bylaws as it would appear if Proposition 15 were enacted. Suzanne Simpson moved Proposition 15. The motion was seconded. Debate concerned the merits of the proposal, but also concerned whether to reject it in favor of a possible more restrictive change on a future occasion, for example a firm requirement that the Chairman convene a petitioned meeting within two or three weeks of the petitioning. Others argued that both those supporting exactly Proposition 15 and those supporting something more restrictive in the near future should vote for the proposition at the current time. Debate ended, and the motion passed by a vote of 17 for, 0 against.

The Chairman read from the Bylaws, Article VIII, Section 3 and Article XIII, and read Proposition 16, and read the same sections of the Bylaws as they would appear if Proposition 16 were enacted. Matt Delevoryas moved Proposition 16. The motion was seconded. After brief debate, the motion passed by a vote of 15 for, 0 against.

By general consent, the meeting adjourned. The meeting adjourned at 9:49 PM.

 

Appendix I

The 17 Bylaw Amendment Proposals

Proposition 1

In the Gulf Coast Division Bylaws, in Article VIII Section 1, delete part 1 and renumber part 2 as part 1.

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 ballots 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 must 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."