Gresh, I need to add that treeman's nomination of you was rejected as treeman is considered not eligible to nominate.
BTW Gresh, if I may, I'd like to take the full credit for writing that mission statement and laying out that vision, because you are 100% quoting my words
I for one want to see an actual nomination of you, even if you would reject it. A symbolic nomination. So too, one for C-Aquafarm and if anyone wants to nominate ROOK, I'd advise it. No nominations for Wittenrich yet? If "voting" MOFIB members read this and have yet to make nominations, I suggest these all as worthy candidates. Also, again, be sure to publicly nominate - the board has made clear that they want to keep emailed nominations private, but in doing so they are also not annoucing that a nomination was submitted for someone either....so Gresham could have 10 nominations via email and we wouldn't know about it.
I've been perusing the state law a little more, and surprise surprise, I stumbled upon this gem:
From:
http://law.justia.com/illinois/codes/ch ... 64818.html
(805 ILCS 105/108.25) (from Ch. 32, par. 108.25)
Sec. 108.25. Notice of directors' meetings. Meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless provided otherwise in the articles of incorporation or the bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting, except that no special meeting of directors may remove a director under Section 108.35(b) of this Act unless written notice of the proposed removal is delivered to all directors at least twenty days prior to such meeting.
(Source: P.A. 84‑1423.)
So, for the record, that is what makes the "first official meeting" that Luis Magansco and John Lauth claim to have had (while I was away, on vacation, without a computer) where they "voted me out" fundamentally illegal. Of course, this is not the first time these BOD members have broken state law, but hey, I figured since I came across this part, I might as well prove that I'm not a ranting raving lunatic when I say "what they've done is ILLEGAL".
Important to note - 10% of votes for Quorum
From:
http://law.justia.com/illinois/codes/ch ... 64807.html
(805 ILCS 105/107.60) (from Ch. 32, par. 107.60)
Sec. 107.60. Quorum of members entitled to vote. Unless otherwise provided by the articles of incorporation or the bylaws, members holding one‑tenth of the votes entitled to be cast on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at a meeting of members. If a quorum is present, the affirmative vote of a majority of the votes present and voted, either in person or by proxy, shall be the act of the members, unless the vote of a greater number or voting by classes is required by this Act, the articles of incorporation or the bylaws. The articles of incorporation or bylaws may require any number or percent greater or smaller than one‑tenth up to and including a requirement of unanimity to constitute a quorum.
I haven't done the numbers yet, but I remember the list of eligible voters supposedly being around 380 in the minutes. Which means that at least 38 "ballots" must be cast in order for this election to be binding. As noted, articles of incorporation / bylaws can change that level, but MOFIB's bylaws do not, so 10% of the "Voting Group" is required. I still maintian that all registered members are supposed to constitute the voting class, so it puts the number closer to 160 at this time.
Regarding this "5 day notice" I cite above. It's actually really clear. The election process constitutes what would be a special meeting given that MOFIB is an interntional ONLINE group, and given that MEETINGS are perfectly legally held ONLINE (one of the things the current president, Mr. Vera, believes is false, yet even the other two board members believed this to be true until it served their purposes to change that viewpoint). Given that this is most certainly a special meeting, and given that there is a definitely start and end to the meeting, the legal requirements for notification of that meeting are at least 5 days.
From:
http://law.justia.com/illinois/codes/ch ... 64807.html
Sec. 107.15. Notice of members' meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 5 nor more than 60 days before the date of the meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the meeting, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record entitled to vote at such meeting.
I want to point the key words here -
"Written notice" and "DELIVERED". Not "posted". "Delivered". IF anyone is unclear, let me put it this way. When my local chinese restaurant needs to bring me food via "delivery", they come to my door and hand it to me. The do not leave it sitting on the counter at their shop for me to stumble across.
And I put this out there to simply note now the 20 day notice for removal of the sitting board as well, except that in this case, the members are NOT ENTITLED TO VOTE to remove the board member, so it will be done in a regular board meeting, which basically means that if any one of the elected board members plans on moving to remove a currently sitting board member, give the board 20 days written notice to cover your butts and you can remove them whether they show up or not. Otherwise, you can't remove them probably unless there's some other legal wrangling.
I can certainly keep digging, but I hope the point is getting across.
Of course, there is one other point to consider, and perhaps I've alluded to it if not said it here before. 99.9% of the members really don't care about all these legalities under normal circumstances. Why? Because a lot of staying in compliance with the state law boils down to COMMON SENSE and treating people fairly. When a board of directors is acting in the best interests of the corporation and it's members, no one cares if the law wasn't followed to the letter, because they won't have a feeling of being wronged in the first place. There's a fair amount of trust engendered, people are happy, life is good, and the organization flourishes.
It is when the leadership of the organization doesn't treat it's members fairly, do we start to learn that this treatment happens to also basically be illegal. I shouldn't have to go quoting state law in an effort to put pressure on the board to meet a common sense obligation that you have to email the members with the correct email address for the nominations, let alone you have to give them AMPLE notice that an election is occurring and how they will vote. I hate to say it, but given the current timelines, I don't know how the Elections Committee can do what it needs to do in the time allotted...I almost feel like they might still be waiting for nominees to respond to their nominations with a yes or no and the election itself will be halfway over.
I finally should note that I myself was nominated to run for the BOD more than 24 hours ago. I have yet to receive official communication of that nomination. I am not saying that to pressure the Elections Committee. I am saying that to illustrate the fact that things are going to take longer than anticipated, and I see no buffer in the timeline for things to work out right. There's going to be little time afforded to nominees to make their decisions, as any non-public nominees at this point don't know they've been nominated.
I mean, my understanding is that someone needs to manually end the poll at the end of the 4th of July based on what I read of the CVIS software - who's gonna be online at midnight, July 5 (the 4th is a national holiday here in the US)? IDK, but what I do know is that the BOD runs the show, the BOD is the one who can change the timeline, so it's the BOD's responsibility and thus, the BOD's failure.
