Let’s Be Consistent — Two of Our Board Positions Need to Vacate Immediately

In last night’s information meeting, we discussed many things in our first (and very welcome) open discussion with this board.  One topic that came up consistently was the insistence by the Board that our prior voting was, in their minds “illegal”, and that they were compelled to roll back our governance to 1995 (although 1993 would have been more appropriate).  This “roll back” was the basis for arguing that “excess” dues needed to be refunded.

On 27 January, the Board unilaterally decided that because of our prior policy of counting non-returned ballots as “yes” (from 1993 to 2017), that all of our governance (covenants/bylaws) were to be deemed “illegal” and we would roll back our governing documents to 1995.  The Board was challenged by members during the comment period that the Bylaws require a 2/3 member vote for such changes — a concern dismissed by the Board.  They were also questioned as to why we were not rolling back to 1993, instead of 1995, since 1995 also included votes that the board considered “illegal” — no answer was given.  The Board also stated a major consequence — namely that all dues increases from 1995 on were “illegal”, and therefore had to be refunded.   According the board, we would now likely be cash-strapped and needed to consider dissolution (among other reasons they have argued).  How the refunds would work (who gets how much money) remains unclear to this day.  We, the members, were told that the Board’s decision was final and that our voting rights were irrelevant since their opinion as to illegality of the prior “yes votes” settled the issue.

Please note the following:  The board consists of four positions, according to 2018 Bylaws:

• President – elected to a 2-year position in Dec 2024
• Vice President – elected to a 2-year position in Oct 2023
• Treasurer – elected to a 2-year position in Dec 2024
• Secretary – elected to a 2-year position in Oct 2023

These positions were sometimes modified over the history of SAEPOA, but most significantly, they were established at SAEPOA’s founding with 1-year terms, with the entire board to be up for election at the annual meeting.  That policy was changed in 2015 with the creation of 2-year “staggered” terms for the board positions.

According to our board, however, we now work under the 1995 Bylaws.  The Board insists that this change is final and that we must live with the results.  According to 1995 Bylaws, the board has one-year positions that are elected during the annual meeting.  In this case, two positions must immediately vacate.

• According to the Board’s decision, the vice president and secretary terms should have ended with the Fall 2024 election.  These board members should have stepped down at the 27 January meeting when they reverted the Bylaws to 1995 and their terms were therefore already expired.
• Also according to their decision, the entire board is up for election in Oct of 2025 (no more 2-year terms)
• According to the Board’s decision, if the SAEPOA wishes to re-establish the 2-year terms, this requires a vote of 2/3 of the members to amend the 1995 Bylaws.

I call on the President and Secretary (the two remaining “legitimate” positions) to be consistent and notify the board members with expired terms of their removal and hold a special election for their replacement for the rest of the term.  This is not a personal slight at the individual board members, merely an acknowledgement that the Board’s actions must be consistent.

The special election should be done prior to any major actions, such as votes on any major issues, including dissolution.