On Thursday evening, December 23, 2010, our Board of Directors held a special meeting to discuss the following matter and take the following action:
* Following elections of the 2011 Independent and At-large directors, we received a number of comments relating to the election process. Generally, the comments expressed some concern with the steps taken by the Board at its meeting held on November 28, 2010, during which elections occurred (the “Election Meeting”). Upon receipt of those comments, the Board engaged Association counsel to discuss the nomination and election procedures and whether the Board should take further action in connection with those elections.
* In the Board’s discussions with Association counsel, a few things became clear to us. First, certain election procedures established by our Bylaws include a level of ambiguity. Those procedures are complex, and their intent is not always clearly expressed. Second, as a Board, we attempted to conduct the Election Meeting in good faith, in accordance with the Bylaws, and with the best interests of the Association at hand. Even so, the Board recognizes that its decisions at that meeting have led to some comment and concern among our membership. The Board has therefore decided to take additional steps in connection with the 2011 Independent and At-large directors.
* The Board has rescinded its actions at the Election Meeting related to the election of the 2011 Independent and At-large directors. As a result, the Board will need to hold a special meeting of the Board at which the 2011 Independent and At-large directors can be appointed and/or elected. We intend to hold this meeting in January 2011, prior to the Board’s first regularly scheduled meeting of February 13, 2011. The Association’s Nominating Committee has graciously agreed to cooperate with the Board in this endeavor. Until the special meeting can be held and their successors appointed/elected, the current directors will continue to serve on the Board.
* In connection with our renewed process for seating the 2011 Independent and At-large directors, we have asked Association counsel to work with us and the Nominating Committee to guide us both in compliance with our Bylaws and applicable law, and also in accordance with the best practices of national governing bodies and other nonprofit organizations for vetting candidates for Board nomination.
* Finally, we want to express to our members and constituents that the Board takes seriously these matters, and its fiduciary duties to the Association. The Board and each of the directors has the bests interests of the Association foremost in our actions, and we desire to see the Association successful on the pitch, well run in the boardroom, and efficient in management. We believe that the actions we have taken in this regard, and those that we will take in the coming weeks, will help us to better achieve each of those goals.