Request for CDS BOD Members to Resign

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Request for CDS BOD Members to Resign

Postby Walter Pickel » Dec 3, 2009 12:41 pm

The following was posted by former NSS-CDS BOD Member Gene Melton at http://www.cavediver.net
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For those who read this and do not know me, I seldom have time to read forum discussions and even less time to post to them. However, in this instance and since I am recovering from a hernia operation and can not move around too freely, I seem to have some extra time and here goes.

After having reviewed the previous pages of this thread, it appears to me the NSS-CDS BoD is not listening to the membership when it comes to the topic of UWS. The overwhelming opinion seems to be for the printed version and I agree. Beth has done an outstanding job with UWS and it is a shame for her wonderful talent to go to waste in an only online version. The comparison of a printed version of UWS to an online version with vintage automobiles is an analogy I fail to comprehend and view as totally illogical. I can see it now. I have a friend over and say “Here, hang on, let me fire up the computer show you this article in UWS.” As Bill Cosby would say, “Riiiigggghhhhtttttt.”

A little bit of UWS history. When I was elected to the BoD it became apparent that UWS was the major expense of the organization. Following prudent business practice, bids for printing were solicited and the low bidder selected and approved by the BoD. There was a two-fold benefit to the membership: UWS printing expense was reduced by about 20% (saving about $3K annually) and the quality of the printing increased. Each year I looked for printers that would save even more of the Sections funds. At the end of his tenure as UWS editor, Bill Oigarden, wanted to try an experiment and print a mostly full color version for his last issue. The BoD agreed and it was printed. Bill knew the printing expense would go up but was careful to shorten the issue to help control the cost and the printer agreed to give us a break again mitigating the expense. Soon after I relinquished the responsibility for UWS, full color became the norm and the printer was changed. I have heard that the current annual UWS expenses have soared to around $22K, a cost figure that is nearly twice as expensive as that of a few years ago. It seems to me that prudent business practices and budget planning is not being followed.

Training at Cow Springs is another issue and I defer to Mike Poucher for a better historical record. It has my understanding that side-mount training was permitted upstream, with the restrictions of full cave certification and current NSS-CDS membership. I also believe that current NSS-CDS membership was always a requirement to dive the site - period.

The thorn of this matter is the current BoD passed a resolution in August to permit training at Cow Springs without NSS-CDS membership. The vote was 5/2 with the 2 non-instructor BoD members voting no. That resolution was an ethics violation under Florida law and is therefore null and void. Refer to Florida Statute: Title XXXVI, BUSINESS ORGANIZATIONS, Chapter 617 CORPORATIONS NOT FOR PROFIT, 617.0832 Director conflicts of interest.—(I would like to thank Ken Hill for making me become familiar with the Statutes). Had the BoD instructor members exercised due diligence and read the Statues, they would have known they had to abstain from the vote since they would profit from the resolution. There may be other resolutions with the same ethics issue. Resolutions like this place the corporate status of the NSS-CDS in jeopardy. The apparent result of these resolution(s) is that John Faircloth, Jeff Loflin, Tom McMillan, Bill Dunn and Harry Averill have not acted in the best interest of the NSS-CDS but in their own best interest as instructors. Such self-serving acts are clearly prohibited by the bylaws and statutes.

As a NSS-CDS member I hereby request that NSS-CDS BoD members John Faircloth, Jeff Loflin, Tom McMillan, Bill Dunn and Harry Averill tender their resignations from the NSS-CDS Board of Directors, effective immediately.

The NSS-CDS bylaws, which are nearly identical to the Florida Statutes, clearly spell out the process to remove (recall) a BoD member. (Florida Statutes, 617.0808 Removal of directors.—) The Florida Statutes can be found at: http://www.leg.state.fl.us/STATUTES/ It took me a while to locate the NSS-CDS constitution and bylaws on the Sections revised website. For some reason they, along with the Sections history, are buried under the membership category.

It is not difficult for me to believe from what I’ve read that the required signatures will be hard to gather. The removal process will take a few months but certainly beats waiting for the next election since I think most of BoD in question were recently elected that could be a while. Note that when you review the bylaws and statutes that a BoD member can be removed (recalled) with or without cause. Gather the required member signatures to hold a special meeting for the purpose of the removal of the directors. Also note that there must to be a separate agenda item and vote for the removal of each director. Given the time restrictions, the recall meeting can occur as early as March. (There are some other politicians I would like to see recalled but that is a topic for another time and place. ;} )

From the Florida Statutes:
“(c) The notice of a meeting to recall a member or members of the board of directors shall state the specific directors sought to be removed.
(d) A proposed removal of a director at a meeting shall require a separate vote for each director whose removal is sought. Where removal is sought by written consent, a separate consent is required for each director to be removed.
(e) If removal is effected at a meeting, any vacancies created shall be filled by the members or directors eligible to vote for the removal.
(f) Any director who is removed from the board is not eligible to stand for reelection until the next annual meeting at which directors are elected.
(g) Any director removed from office shall turn over to the board of directors within 72 hours any and all records of the corporation in his or her possession.
(h) If a director who is removed does not relinquish his or her office or turn over records as required under this section, the circuit court in the county where the corporation's principal office is located may summarily order the director to relinquish his or her office and turn over corporate records upon application of any member.”

I would also like to add that the NSS-CDS membership is within its rights to seek a court injunction to prohibit all training at Cow Spring and to restrict access to NSS-CDS members only. By restricting access to NSS-CDS members there is some protection for the NSS-CDS in the event of an accident as the member is a de facto ‘owner’. Any instructor who takes non-NSS-CDS members into any of the NSS-CDS owned or managed property is placing the organization in additional liability risk for their own profit. Guides who charge fees are a similar problem.

I have one last historical note relating to the bylaws. The bylaws were revised a few years ago and the revision under consideration contained a provision to limit the number of active instructors who could be elected to the BoD to three. The thought behind this was to prevent the situation that is current where BoD members act in their own behalf instead of the membership. It was pointed out at the time (by an instructor) that there might be a time when there are not enough non-instructor members interested in being a director and thus restrict leadership. The bylaw committee listened to the input, considered it reasonable and removed the provision. As a charter member of the organization, I can say that the NSS-CDS was always intended to be a membership organization that offered training. Not the other way around. The other cave diving organization has the opposite charter. Its BoD is primarily made up of instructors with a couple of non-instructor members. I have concerned the instructor issue on the BoD might become a problem but if it did, it would happen after “I had moved on to the clearing at the end of the path” (Stephen King). Never did I suspect it would become an issue so soon. It’s time to add the instructor limitation provision to the bylaws so this problem is not likely to be a future issue. Most of the instructors I know are very concerned with the outstanding training they provide and have no thoughts of using the NSS-CDS as a stepping stone for their own personal gain. A bylaw addition will protect the organization from those who feel differently.

The NSS-CDS instructors are ambassadors of the NSS-CDS and the NSS. They are generally the first to meet prospective members as their students. To shape the opinions of new members so that they vote for BoD candidates that will enable them to benefit seems to be the natural process of all organizations. However, I caution that when the instructor uses this process to benefit personally at the expense of the membership, then what they have done with their influence is unethical and a disservice to the organization.

We are reminded yet again that elections can have dire consequences.

-gm
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Re: Request for CDS BOD Members to Resign

Postby Walter Pickel » Dec 3, 2009 3:50 pm

Some definitions might help...sorry...

The CDS is the CAVE DIVING SECTION of the NSS
UWS is UNDERWATER SPELEOLOGY. It is a publication that is sent to CDS members that discusses cave diving and cave diving related activities.
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Re: Request for CDS BOD Members to Resign

Postby harrym » Dec 24, 2009 4:22 am

DeepSea wrote:..it appears to me the NSS-CDS BoD is not listening to the membership when it comes to the topic of UWS. The overwhelming opinion seems to be for the printed version...


Don't like the idea of an electronic UWS?

Resistence is futile. Electronic publication is the way of the future. Save a tree and all that stuff.

Paper magazines. What a romantic notion. Like buggies and horses.

Giddyup!
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Re: Request for CDS BOD Members to Resign

Postby FW » Jan 5, 2010 10:45 am

FWIW, the board of the cavediving section voted to continue the print version for the forseeable future.

Harrym, do you have permission to use the line arrow as your avatar, from the inventor :rofl:
Any opinions are personal.
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Re: Request for CDS BOD Members to Resign

Postby NZcaver » Jan 5, 2010 3:52 pm

I have no knowledge of the inner workings of the NSS-CDS, but I've seen grottos go through the same debate. The great thing about electronic versions is most computer-literate cavers can choose to print each issue for themselves - or not.

A good compromise is to have each member choose whether he/she wants a 'print subscription' or an 'electronic subscription' and adjust the price structure accordingly. If *some* want electronic versions, offer a discounted subscription/membership. Or if *most* want it, institute a cheaper rate for everybody and add a paper/ink/postage levy for those who still want a print version mailed out. Easy!

Personally, I request all my NSS IO publications in electronic format only. I enjoy the NSS news in printed form, but I would love to receive it in electronic form too. That way I can receive the electronic form in a timely manner wherever I am in the world, and still archive the print version for later. Currently I won't get to see the December 09 NSS News until at least April.
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Re: Request for CDS BOD Members to Resign

Postby Lost » Jan 5, 2010 5:00 pm

FW wrote:Harrym, do you have permission to use the line arrow as your avatar, from the inventor :rofl:

You act like you know him or something. :rofl: :rofl:


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Re: Request for CDS BOD Members to Resign

Postby harrym » Jan 13, 2010 6:39 am

FW wrote:FWIW, the board of the cavediving section voted to continue the print version for the forseeable future.

Harrym, do you have permission to use the line arrow as your avatar, from the inventor :rofl:


No, sorry sir.

May I have permission to use the Forrest arrow, pretty please, with sugar on top? I'll even support a printed UWS!!!!!
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Re: Request for CDS BOD Members to Resign

Postby FW » Jan 20, 2010 8:58 am

harrym wrote:
FW wrote:FWIW, the board of the cavediving section voted to continue the print version for the forseeable future.

Harrym, do you have permission to use the line arrow as your avatar, from the inventor :rofl:


No, sorry sir.

May I have permission to use the Forrest arrow, pretty please, with sugar on top? I'll even support a printed UWS!!!!!

*If* I had bothered to get a patten, it would be expired by now anyway :roll:
Any opinions are personal.
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