Report from the Grand Council: January 4, 1999
To the Directors, Greetings.
The Outline of Proposed Changes to Banishment was sent to the various Society Newsletters in time for many to include it in their December issue. It was also posted to the SCA website and a variety of Society electronic newsgroups and mailing lists. We asked for comments by the end of January, and have collected something over three dozen so far.
As you requested, we have examined how to frame a proposal that that would retain the current method of selecting Directors, but allow the binding recall of Directors by the general membership. This does not appear to be possible under California law.
Items Requiring Board Action
Banishment Comments Since we asked for comments on the Banishment Outline by the end of January 1999, I propose to collect them into a single document and forward them to you immediately after that date. If you would like to read what has come in so far earlier than that, please ask, and I will be happy to oblige. Most comments came in shortly after electronic publication, with a smaller number after the outline appeared in the Newsletters. Comments have tapered off, although another rush might occur just before the deadline.
Recall For reasons that will be discussed below, binding removal of Directors by a general membership that is unable to elect them does not appear to be possible under California law. In short, California law seems to only give the option of removal to the membership if they also assume the responsibility of choosing the Board in the first place.
It would be possible to have a method of asking the Board to remove its own members. If enough members, or regional officers, sign such a petition, it would in practice be difficult for the Board to ignore, although there is no way to compel them to take such action if they disagree so strongly that they refuse to bow to the pressure. Currently, such mechanisms exist, but the totals required for popular petition are so high that they are practically unobtainable, even when there is widespread popular dissatisfaction. The by- laws might be revised, for example, to allow impeachment of a Director by a petition of 1,000 members, instead of the current requirement of 10% of the membership.
The Council could certainly develop something on these lines, if the Directors are interested. We realize it isn't what you originally asked for. The Council has not yet taken any position for or against such an option.
Detailed Status Report Researching the question of recall by the membership, the following regulations pertaining to California Non-profit public benefit corporations were found at http://www.leginfo.ca.gov/calaw.html
5222. (a) Subject to subdivisions (b) and (f) of this section, any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, such removal is approved by a majority of all members (Section 5033). (2) In a corporation with 50 or more members, such removal is approved by the members (Section 5034). (3) In a corporation with no members, such removal is approved by a majority of the directors then in office.
5034. "Approval by (or approval of) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or written ballot in conformity with Section 5513, 7513, or 9413 or by the affirmative vote or written ballot of such greater proportion, including all of the votes of the memberships of any class, unit, or grouping of members as may be provided in the bylaws (subdivision (e) of Section 5151, subdivision (e) of Section 7151, or subdivision (e) of Section 9151) or in Part 2, Part 3, Part 4 or Part 5 for all or any specified member action.
This does not appear to allow members who are unable to vote for Directors to vote to remove them. For the purposes of 5222 above, the SCA is considered a corporation with no members.
Summary The Grand Council has published the Outline of Proposed Changes to Banishment, electronically and in the Society Newsletters, and is collecting comments for later forward to the Board.
It explored the possibility of implementing binding removal of Directors by the general membership, while maintaining the current procedures for selection of Directors by the Board, and reports that this does not appear to be possible under California law. Impeachment of Directors by the membership, with the power of removal vested in the Board, is an option. If the Board wishes, the Council could explore whether any changes in the impeachment procedures would better meet the needs of the Society.
Will McLean (Galleron de Cressy)
Secretary, Grand Council
29 Sam Hill Rd,
Malvern, PA 19355
(610) 827-1360 email@example.com