HAL-PC Board of Directors Minutes

January 17, 2009

Approved minutes of the January 17, 2009 special Board of Directors Meeting.
Any corrections, changes, additions to these minutes will be provided following approval of the minutes by the Board.

HOUSTON AREA LEAGUE OF PC USERS
MINUTES OF January 17, 2009
BOARD OF DIRECTORS MEETING
4543 Post Oak Place
Houston, Texas

ATTENDEES:

Officers:
Robert E. Gunn President
Larry Dillard First Vice President SIGS
Kelly Brown Vice President Programs
Jay Thomas Vice President Communications (absent)
George Vaughn Treasurer (absent)
Susan Ostlund Membership Secretary
Wes Leggett Recording Secretary

Directors:
Rick Archibald Director
Robert Carlile Director
Mark E Crain Director
Stephen Cravey Director
Tom Dillard Director
Al Greene Director (absent)
Allan Holtzmann Director
Bear Jones Director
Michael J. Lempel Director (absent)
John Lightsey Director
Mary Ann Mitscherling Director
Chris Read Director
Remigio "Mickey" Revilla Director (absent)
Annette Story Director
James R Story Director
Reuben Wilson Director

The meeting was called to Order at 2:00 PM, Robert Gunn presiding.

The president stated that he had heard a resignation by director Susan Ostlund during the course of the previous meeting and that he had accepted this resignation. Larry Dillard provided a legal opinion from HAL-PC's Legal committee dated 29 July 2000 in support of the president's ability to accept any such resignation on his own authority. Mark Crain argued in opposition and provided support from Robert's Rules and other external authorities.

The Chair ruled in support of accepting the resignation and Susan Ostland moved to appeal the decision of the chair. The motion was seconded and the question was put to the assembly to disregard any resignation that Susan Ostland may have made.
13 voted to disregard any resignation
2 voted to uphold
The motion was adopted.

The chair questioned whether the business of acceptance of a resignation was proper at this time as it was not a part of the original call for the special meeting. It was decided that since this was a matter that was essential to the functioning of the assembly that it was a question of privilege and so also was the filling of the vacancy created by the acceptance of the resignation.

Rick Archibald moved to accept the written resignation received on 8 Jan 2009 from Remigio "Mickey" Revilla. The motion was seconded and the question put to the assembly.
The question was put to accept the resignation.
14 voted aye
no votes in opposition
The motion passed by acclamation.

An election was held to fill the vacated seat.
Robert Carlile nominated William Budell. A second was heard.
Larry Dillard nominated Ray Jaudon. A second was heard.
James R Story moved to close nominations. A second was heard and no objection raised.
The question was put to the assembly resulting in,
12 in favor of Willian Budell
4 in favor of Ray Jaudon
The chair announced that Bill was now on the board.

A conflict of interest statement was collected from William Budell and he was seated as a member of the board.

II. NEW BUSINESS

Annette Story read her motion (below) to the assembly;

MOTION #1

WHEREAS, The HAL-PC Bylaws ("The Bylaws") Article III. B.* provides
that an Officer shall hold office for a term of one year or until his
or her removal;

WHEREAS, The Bylaws Article III. F.* ("Article III. F.") provides that
the removal of an Officer may be initiated by The Board;

WHEREAS, Article III. F. provides that an Officer's term of service
shall be in compliance with Texas Non-Profit Corporation Act Article
1396-2.21 ("Article 1396-2.21");

WHEREAS, Article 1396-2.21** provides that an officer may be removed
by the persons authorized to elect such officer whenever in their
judgment the best interests of the corporation will be served thereby;

WHEREAS, The Bylaws Article III. C.* provides that majority of the
number of Directors fixed by the Bylaws is authorized to elect
Officers;

WHEREAS, The Bylaws Article IV. A.* provides that The Board shall
consist of twenty-three (23) Directors;

RESOLVED, That Robert Gunn is hereby removed as President immediately.

http://www.hal-pc.org/bylaws.html
Vernan's Texas Civil Statutes

The chair stated that this was in conflict with section 3F of the HAL-PC Bylaws. Stephen Cravey moved to table the motion. A second was heard and the question put.
14 voted in favor of tabling the motion.
The affirmative votes being a majority, the chair did not call for the negative votes
The motion was tabled.

Annette Story read her second motion (below) to the assembly;

MOTION #2

WHEREAS, The HAL-PC Bylaws ("The Bylaws") Article III. B.* provides that in the event of removal of an Officer, his or her successor shall be elected by the Board to serve until the next annual election of Officers;

WHEREAS, The Bylaws Article III. F.* provides that an Officer's successor shall be elected by a majority vote of the number of Directors fixed by these Bylaws;

WHEREAS, The Bylaws Article IV. A.* provides that The Board shall consist of twenty-three (23) Directors;

RESOLVED, That the Board of Directors shall conduct an immediate election to elect a successor to the President.

http://www.hal-pc.org/bylaws.html (last visited Dec. 9, 2008).

Annette Story then nominated Mary Ann Mitscherling for the office of president.
A second was heard.
James R Story moved to close the nominations, and a second was heard and no objection raised.
The question was put to the assembly
"as a motion to elect Mary Ann Mitscherling as president."
12 votes in favor and Mary Ann Mitscherling
The affirmative votes being a majority and the required number to elect an officer, the chair did not call for the negative votes.
The chair stated that Mary Ann Mitscherling was elected.

Chris Read called for a round of applause in appreciation of Roberts Gunn's long service as president of HAL-PC and the same was heard.

Robert Gunn yielded the floor to Mary Ann Mitscherling and she provided a brief statement.

Mary Ann Mitscherling made a motion to reconvene in informal session immediately following this meeting.

Robert Carlile moved to take from the table the previous motion. A second was heard.
The question was put, resulting in,
14 in favor
3 against
The motion was taken from the table.
Following some discussion it was decided the we should suspend the rules, if necessary, and allow Annette Story to withdraw her motion. A second was heard.
The question was put resulting in,
12 voted aye
no votes against
The motion was withdrawn.

Stephen Cravey moved to adjourn, a second was heard.
The motion was adopted with,
12 in favor
1 against

The meeting ended at 2:36 PM

Wesley Leggett
HAL-PC Recording Secretary