The special meeting of the membership was called to order at 7:10 PM by Chairman Louise Lepie at the Courtyard Houston Near The Galleria at 3131 West Loop South, Houston. Other Officers present were only Secretary Matt Delevoryas. Approximately 24 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.) But, she stated that there were two reasons why no such actions could be taken legally at the meeting. First, she stated that the mailed call of the meeting declared that votes by proxy would not be accepted, but in the meantime the USFA had clarified that votes by proxy could not be prohibited. (Later in the meeting, it was discussed that neither the Gulf Coast nor the USFA Bylaws contain any text forcing proxies to be accepted for votes to amend bylaws, but superseding Colorado law concerning not-for-profit corporations does, and the Division, since it is an administrative unit of the USFA, Inc., a Colorado corporation, is bound by the Colorado law.) Second, she described a meeting held the preceding Saturday evening, March 19th, with USFA General Counsel (among other roles and former roles) Donald Alperstein and USFA Director (among other roles and former roles) Gerrie Baumgart. She reported that their comments during the meeting and in private communication outside the meeting were that the Bylaws of the Gulf Coast Texas Division were in violation of USFA Bylaws and higher rules and laws, that the current Bylaws and proposed changes to them are punitive and disenfranchising, and that making further changes under current circumstances would be out of order.

The Chairman described the already existing commitment of the Executive Committee to assemble a committee to examine the requirements the Division Bylaws must satisfy, examine the current Division Bylaws, and examine other bylaws, and recommend new bylaws. She spoke of an iterative process where a draft would be submitted to the USFA to be scrutinized and critiqued, and feedback would be received about what pieces would and would not be acceptable. The feedback would influence the process of the Division writing its proposed new bylaws. She encouraged the membership to direct their concerns and desires to the chairman of this soon-to-be-created bylaw committee.

The Chairman spoke specifically of a request which had already been officially made of the USFA for the USFA Executive Committee, acting with the authority of the USFA Board of Directors, to intervene in the upcoming Division election, and run the election, probably on a schedule later in the year than specified in the Division Bylaws, and using mailed ballots, which currently would not be legal if the election were restricted by the Division Bylaws. The Executive Committee was scheduled to meet April 4th, between the current deadline for announcing candidacy for office and the current deadline for the Secretary to disseminate the candidacy information to the membership.

The entire rest of the meeting was devoted to discussion of the current status and applicability of the Division Bylaws and the conduct of election-related matters prior to the anticipated intervention of the USFA. While dissenting opinions were expressed, usually in multiple directions, concerning practically every aspect of the situation, and a broad consensus of the assembly was never achieved, the prevailing view appeared to be this:

1) In general, the current Division Bylaws would have to continue to be followed, without regard to issues of legality, until and unless specific instructions were received from the USFA about how to proceed in lieu of following some portion of the Bylaws.

2) Intervention by the USFA in the upcoming election was seen to be beneficial, and probable, but had not yet happened. As such, although it might soon become moot, the existing deadline for announcing candidacy, and the current list of positions for which elections are to be held, would continue to be considered applicable.

3) It seemed very likely that, upon intervention, several changes to the election process might occur which would involve the election not conforming to existing Division Bylaws. The date of the election likely would be made later than the Annual Meeting at Divisionals. The deadline for announcing candidacy likely would be made later in the year. The holding of the election at a meeting probably would be replaced with election by mailed ballot. The currently legal zero through six additional positions on the Executive Committee (the positions in addition to the four Officers) might be forced by the USFA to be greater than zero and/or forced to be fewer than six. However, notwithstanding the perceived desirability of some of these changes, it was noted that the Division itself had no power to make any such changes except by amending its own Bylaws and that, lacking such changes, it would require actually receiving instructions backed by the authority of the USFA Board of Directors.

4) The existing Bylaws, including recent amendments, were still pretty close to what they were when they were the Bylaws of the Gulf Coast Texas Division of the AFLA. But, through some combination of being left behind by external changes and recent internal changes to the Bylaws by the Division, the Bylaws were sufficiently unacceptable to the USFA to demand major rewriting or replacement in the near future. However, it was quite vague what sort of intervention there might be by the USFA, above and beyond running the election, where the Division might be directed to do anything specific in lieu of what currently appears in the Bylaws.

Suzanne Simpson moved to adjourn. The motion was seconded. By general consent, the motion passed. The meeting adjourned at 8:42 PM.

 

Appendix I

The 11 Bylaw Amendment Proposals

Proposition 1

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 2

In the Gulf Coast Division Bylaws, in Article VI, replace Section 4 with: "Quorum: 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. 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 3

In the Gulf Coast Division Bylaws, in Article IV, delete Section 5.

Proposition 4

To correct inconsistencies and ambiguities within the Bylaws and inconsistencies with conventional usage by the members of the Division of the terms "office" and "officer", in the Gulf Coast Division Bylaws, make the following changes: 1) In Article IV, in the first paragraph, change "All officers shall take office the first of August next following their election" to "All Officers, and any other positions required by these Bylaws to be elected unless otherwise specified in these Bylaws, shall take office the first of August next following their election", and in Section 1 Sub-Section A part 3 change "fill by appointment any of the offices of the executive committee which are vacated by abandonment or dereliction" to "fill by appointment the office of any Officer of THE DIVISION or other member of the Executive Committee which is vacated by abandonment or dereliction". 2) In Article VI, in Section 2, change "who is not an officer of THE DIVISION" to "who is not an Officer of THE DIVISION or other member of the Executive Committee", in Section 8, change "except officer of THE DIVISION" to "except Officer of THE DIVISION or other member of the Executive Committee". 3) In Article VIII, in Section 1 part 1, change "to elect and qualify new officers" to "to elect and qualify new Officers and any other positions required to be elected", and in. Section 3 change "the officers to be filled" to "the offices to be filled". 4) Change all remaining occurrences of "officer" to "Officer".

Proposition 5

Whereas, The Bylaws currently specify how to determine Gulf Coast voting requirements using a procedure based on whatever may be the national voting requirements specified by the USFA in its Bylaws at any given time;

Whereas, The procedure in the Bylaws for determining Gulf Coast voting eligibility currently produces for votes prior to February 1 in any fencing year a requirement which is reasonable for a voter to attempt to satisfy but extremely difficult or impossible for the Division to determine, i.e., a requirement that the member have notified the USFA National Office of the sufficiency of his age as of a date concerning which the National Office has no interest and that the notification occur by a date for which the National Office has no means to record having made the notification sufficiently early; and

Whereas, the change proposed below would have no effect on the number of people who could satisfy the requirements to vote but would have an effect on the ability of the Division to determine if any given person does satisfy those requirements; now, therefore, be it

Resolved, That In the Gulf Coast Division Bylaws, in Article VIII, Section 5, part 3, which now ends "satisfied by the time of the vote.", there shall be appended the sentence "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 6

In the Gulf Coast Division Bylaws, in Article VII, replace the preamble with "There shall be five (5) standing committees of The Division whose chairman, except Elections Committee, shall be appointed by the Chairman of the Division. With the exception of the bout committee and the Elections Committee any other committee shall be optional at the discretion of the Executive Committee." and add a new Section 5 reading: "Divisional Elections Committee: The Chairman of the Divisional Elections Committee shall be nominated and elected by simple majority from the floor as the first order of business at the Annual Meeting. This chairman shall appoint members from no fewer than four Division clubs to serve for the duration of one year. The Divisional Elections Committee shall aid the Executive Committee by collecting and tallying votes taken at the Annual Meeting, recording of vote totals, informing the floor as to the final vote tallies for each individual election, and verifying the validity of proxies. Proxy validation shall be a process which may continue throughout the year at the will of the committee. Proxy forms shall include a current telephone number, email or post office address of the voter appointing the proxy, where the validity of proxy forms shall be determined by the committee. If valid contact information is not submitted for each proxy, those proxies will be deemed by the elections committee Elections Committee to be invalid. Should the committee discover that proxy forms were invalid or fraudulent, all votes identifiable with those proxy forms will be removed from that candidates total and a re-count shall be taken. Any identifiable vote counted from an invalid proxy, shall be subtracted from vote totals for the candidate to which it was cast. Any change in election outcome due to re-count shall be reported to the Division Secretary as soon as possible who will be responsible for reporting election result changes to the Division membership via the most efficient means possible. Those election result changes shall take effect immediately upon being reported to the Division Secretary. Requests for determination of the validity of proxy forms must be completed by the committee."

Proposition 7

In the Gulf Coast Division Bylaws, in Article VIII, replace Section 5 with: "Eligibility: A member of THE DIVISION is entitled to vote, and is counted toward a quorum on the day of, or after his or her eighteenth (18th) birthday. Submission of proof of age shall be incumbent upon the member wishing to vote, if that member is not listed as at least 18 years of age by USFA records. A valid driver's license, copy of birth certificate, passport or other suitable proof shall be shown to the Division Secretary on the day of the vote."

Proposition 8

In the Gulf Coast Division Bylaws, in Article IV, add a new consecutively numbered section reading: "No club may have more than one member serve as an Executive Committee member. For this purpose, club membership shall mean the club which a member represents, according to USFA, INC. records. Elections for positions on the Executive Committee shall be held in the order the Offices are described in these Bylaws followed by any additional members, where the results of one election shall cause any nominees from the same club for elections later in the order of elections no longer to be eligible to receive votes. The procedure of the election of additional members so as to have no more than one member from a club is described elsewhere in these Bylaws.", and in Article V Section 1 replace part 1 with "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. To assure that no club may have more than one member as an Executive Committee member, as is required elsewhere in these Bylaws, if more than one position is filled, then the positions must be filled one at a time and the clubs of members who have already been elected to any position on the Executive Committee shall affect who may be nominated and receive votes." and replace part 2 with "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 a requirement for nomination prior to the annual meeting or the printing of ballots which can be cast prior to the meeting, then the additional members shall be elected by considering there to be six numbered positions for which the elections will be held in numerical order, for which a nomination applies to only one position, and where a member can be a nominee for only one of the positions at a time. To assure that no club may have more than one member as an Executive Committee member, as is required elsewhere in these Bylaws, the clubs of members who have already been elected to any position on the Executive Committee shall affect who may be nominated and receive votes, but where ballots or votes with a vote for no candidate will be included in determining the number of votes required to win, and any position may remain unfilled if a majority of ballots or votes are for no candidate. and if fewer than six candidates receive at least a majority of votes then offices will be left unfilled."

Proposition 9

In the Gulf Coast Division Bylaws, in Article VI Section 9, replace "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." with "For purposes of representation on the Division Board, including the size of a quorum, in a case where any individual or family owns, manages, serves as president of, operates, or is head coach of multiple clubs in THE DIVISION, these clubs shall be treated as if they are a single club. The Division Board will review and determine membership eligibility when the matter of multiple club ownership, management, operation etc. is in question."

Proposition 10

In the Gulf Coast Division Bylaws, in Article VIII Section 2, immediately following "relative convenience for the membership of the Division." insert a new sentence reading: "When the Chairman receives a proper request from the membership to hold a called meeting, the Chairman must set and announce to the general membership the date, time and location of that requested called meeting within one (1) week of receiving the request."

Proposition 11

In the Gulf Coast Division Bylaws, in Article VIII Section 2, append a new sentence reading: "When the Chairman receives a proper request from the membership to hold a called meeting, the date for that meeting must be no later than three (3) weeks from the date that the Chairman receives the request for the called meeting."