UPDATE!! June 19, 2005
The Texas VHF-FM Society has recently posted the following statements on its website: “Board vote declares "Vote-By-Mail" By-Law change passed at the January General Meeting to be in violation of By-Laws. Motion is now properly tabled, the vested members must be polled and will be voted on at August 2005 meeting. Election Committee will manage election process in Austin.”
Those statements show just how far that some of the Board of Directors and other dissidents will go to shut down vote by mail. They have seriously overstepped their bounds. The Board of Directors does not have the authority to “table” a bylaw amendment, especially one that has already passed. Only the membership has the authority to amend bylaws. The dissidents even admit themselves that it did indeed pass. They cannot turn back time and pretend something did not pass when it did, no matter how much they desire it. They cannot “roll back” the bylaws based on a Board of Directors vote. The Texas VHF-FM Society is not a volunteer organization as they would claim, but rather it is a Texas Non-Profit Corporation. Texas Non-Profit Corporations must follow corporate laws just like any other Corporation. The bylaws are a contract between the Corporation and the State of Texas. The Board Of Directors does not have the authority to amend that contract.
Questions of Legality
Some of the Board members who oppose vote by mail have asked one of their good friends, Jay Maynard, to do a little dirty work for them.
He established a website in which he makes numerous slanderous comments, and propagates a substantial number of lies about the three Directors who have worked to help the membership achieve something that they have wanted for decades: Vote By Mail. He refers to these Board Members as Gangsters or the “gang of three.” He even did his own four page “analysis” on why the bylaw amendment “broke the rules” and was not “properly adopted.” No matter how well oiled his “analysis” sounds, it does not hold water under Texas State Law. Maynard, nor the dissidents, can use Roberts Rules of Order to supersede Texas State Laws. Maynard and the other dissidents have tried very hard to make the amendment sound unfair, expensive, and have attacked every aspect of it. Unfortunately, Maynard is not a Professional, Certified Parliamentarian, nor is he a licensed attorney, but merely a good friend of Paul Baumgardner and the other dissidents. Maynard has a long history of presiding as the Parliamentarian at Society meetings and using his limited knowledge of Roberts Rules of Order only to stifle opposing views that he or his friends did not personally agree with, as anyone who attended the 2004 Society Summer meeting in Austin witnessed first hand. This violates the root fundamental of Roberts Rules of Order and democracy.
Maynard has made false claims that the court has ruled in favor of Mr. Baumgardner and the dissidents, in their attempt to shut down vote by mail, or as Maynard states: “the court didn’t buy it.” In reality, the court has not even heard any argument regarding the dissidents’ weak claims that they should be allowed to table vote by mail, much less made a ruling as to such. The hearing is set for March, so it’s ridiculous for Maynard to make that claim. Don’t be fooled by false statements made by the dissidents.
Both the bylaw amendment and Maynard’s “analysis” have been reviewed by a Professional, Certified Parliamentarian and two licensed Attorneys in Texas. After review of the arguments made on both sides, all agree that the vote by mail bylaw amendment, made by Steve Agee at the Winter meeting, was not only legal, but that it was properly passed and cannot be legally “tabled” or overturned by the Board Of Directors, or at a meeting based on an attendance vote.
If the dissidents feel that the new amendment is such a bad thing and should be further amended, they should follow the proper process to amend it, and not try to declare it “tabled,” this proves their real motive to kill vote by mail. The new amendment process is a fair process that allows all members to have a vote in future amendments, and is done by mail ballot so every member may vote even if he or she cannot travel to Austin. This is what all democratic organizations should strive to accomplish, unfortunately the dissidents do not show a desire for a fair, democratic organization.
The “Big Lie” Theory
Jay Maynard also falsely claims that the three Reform Directors are propagating lies and all they want to do is “take over” the Society. Let’s look at that for a minute. Who is Maynard eluding that the Society is controlled by now that the Reform Directors want to “take it over” from? If all parties involved are members, how can members “take over” their own organization? This is like saying that Americans are tying to “take over” America every time we have an election. So he must be eluding that some other organized group actually controls the Society through other means, and the Reform Directors are trying to take it over from that other group. In reality, the only “Big Lie” that exists is the one that Maynard and the dissidents are propagating: that someone is trying to “take over” the Society and that they have hidden agendas. The Reform Directors only want to see fair, equitable elections and a fair government for the Society, free of all the biased, petty, political nonsense that has substantially plagued the Society for a very long time. That is not a “take over” but rather an admirable vision for the future.
Vision For The Future
Rather than constantly slinging mud, the Reform Directors would encourage all parties to take the high road and start putting the Society first, and honor the new bylaws put in place by its members. Everyone has the right to make up their own mind and is entitled to their own opinion. That should be viewed as a positive, rather than negative and should not be stifled. The Reform Directors want to encourage less oppression of views and spark innovation, forward thinking, and new technology. The Society has a lot of room for improvement. It takes a substantial amount of courage to stand up to big egos and people entrenched in their ways, especially when their views are of an opposing nature. That should not be viewed as a negative on the people who are willing to stand up, but rather a positive. The world we live in changes daily, if the Society continues to be held in the past, the future will continue to pass the Society by, and the Society will fail. Feel free to make up your own mind, but do so based on the REAL facts, not propaganda that is disseminated to discredit, such as Jay Maynard’s website. Ask your own questions of all parties involved and find out what is really going on. You owe it to yourself, and the future of the Society.
NEWS FLASH!! June 4th 2005
The following news item is of particular importance to members of the Texas VHF FM Society and anyone interested in frequency coordination in the State of Texas.
On June 4 th, 2005 during a meeting of the Texas VHF FM Society Board of Directors held at Ham-Com, the following five directors announced their intentions to disobey changes to the Society bylaws adopted by members at the Society membership meeting held on January 15th, 2005.
Director and President, Paul Baumgardner
Director and Vice President, Louis Petit
Director and State Frequency Coordinator, Harold Reasoner
Director and Newsletter Editor, John Johnson
Director Dave Davis
These Directors are seeking to void the bylaws changes adopted by the membership that requires the election of Society Directors via a vote by mail balloting system. The action taken by the above five Directors is a clear violation of the laws of the State of Texas that govern non-profit corporations and demonstrates their blatant disregard of the best interests of the members of the Texas VHF FM Society.
The following Directors highly opposed the above actions and urged the other Directors to do the right thing and not violate the bylaws that were adopted by the membership.
Director Don Stevenson
Director Chris Hudgins
Director and Secretary, Melissa Rasmussen
Don’t Be Misled
Many of the “old school” entrenched board members, including Paul Baumgardner, have been highly opposed to vote by mail. This may very well be the reason they continue to remain on the Board of Directors year after year. Now that vote by mail was passed they have done a quick spin on their story about how they are all in favor of vote by mail, however, their actions clearly demonstrate that they still highly oppose the vote by mail.
Here is the real story that they
DON’T want you to know:
At the winter meeting of the Texas VHF FM Society held on January 15th, 2005 in Arlington, TX, Steve Agee, N5ZUA, made a motion to amend the bylaws to require that all future elections and amendments to bylaws, standards for frequency coordination and band plans to be conducted by mail ballot. The Society membership overwhelmingly approved the motion. Click here to view a copy of the motion.
After the winter meeting numerous board members were unhappy with these changes and went on a campaign to discredit the vote by mail amendments. These board members astronomically inflated the costs of vote by mail, and even tried to claim it was “illegally” adopted. This is very disrespectful to the membership who instructed the Society that they approved of the amendments.
To further try to kill vote by mail, Paul Baumgardner, with only a few days notice, called a “special meeting” to be held in Austin to try to “rescind” and table the bylaws amendments based on an attendance vote. This is not allowed under the new bylaws. In order to modify the bylaws, they must be done by mail ballot. This is a right granted to all members on January 15, 2005.
On March 22, 2005, after receipt of the notice of the planned “special meeting,” Steve Agee sent the Board of Directors a certified letter informing them of default of the bylaws. Mr. Baumgardner and other Board members ignored his letter. Click here for a copy of this letter.
In an absolute last attempt to steer the organization from the wrong path, on March 28, 2005 Directors Stevenson, Hudgins, and Rasmussen sent Mr. Baumgardner a certified letter expressing deep concern of the proposed illegal attempt to roll back the bylaws outside the legal amendment method. These Directors asked Mr. Baumgardner not to violate the bylaws and to honor the rights and wishes of the membership. Mr. Baumgardner ignored this letter as well. Click here to view this letter.
Because of the complete lack of response and refusal to honor the bylaws and respect the wishes and rights of the membership, many members were forced to take legal action against Mr. Baumgardner and other dissidents, to preserve the rights of all of the membership. Legal action in this matter was not taken lightheartedly. It was taken only as an absolute last resort so that the rights of the members would be preserved.
On April 8, 2005, numerous members, on behalf of the Texas VHF-FM Society, filed action with the Dallas County District Court asking for a Temporary Restraining Order (TRO) to preserve all member rights. Click here for a copy of the petition.
On April 8, 2005, after review of the evidence presented, the District Judge of the 160th District court ruled that a Temporary Restraining order should be granted against Paul Baumgardner and others from taking any action that would modify the bylaws by other means than a vote by mail. Click here for a copy of the TRO.
Keep in mind that a TRO is VERY DIFFICULT to obtain. Courts do not issue TRO’s lightheartedly and without substantial reason to do so.
If you look back, Terri Schiavo’s attorneys could not get the court to grant a TRO to have her feeding tube reinstated and save her life. However, the Judge did rule that a TRO was warranted in this case to protect member rights. This is a very big deal. Don’t let Mr. Baumgardner and other people downplay the court’s ruling.
This TRO was valid for 14 days and then it expired. Parties and cases desiring court restriction for more than 14 days must file what is called a Motion for Temporary Injunction. In this case, because it was hoped that Mr. Baumgardner and the others would listen to the membership and follow the bylaws, no Injunction was sought.
Because no motion for Temporary Injunction was filed, obviously no motion would be granted. However, the TRO was granted. As a standard procedure, there was a hearing set for April, 22 2005 to review the situation right after the TRO expired. Because no Temporary Injunction motion was filed, the court did not grant one. The Judge signed a document drafted by Mr. Baumgardner’s attorney that could be construed that there was finding of fact in favor for Mr. Baumgardner. Mr. Baumgardner has disseminated this document in attempt to sway members to believe he had a victory, when that is clearly not the case.
In an attempt to further the battle, Mr. Baumgardner and other Board Members hired an attorney to fight AGAINST vote by mail PAID FOR OUT OF SOCIETY FUNDS!!! So now, Mr. Baumgardner and others see fit to spend your money to fight against the direction that you, the membership, has given.
Now, as of June 4, 2005, the five Board Members have declared that they are just not going to do the vote by mail bylaw requirement. Amazing, isn’t it?
STAY TUNED HERE FOR MORE DETAILS!
