August 30, 2011
CAPS Rank and File Fighting Union Caucus Election Bulletin #5
BUILD RANK AND FILE DEMOCRACY
ELECT WILL WRIGHT PRESIDENT, CHARLES RACHLIS VICE PRESIDENT & GIORGIO COSENTINO TREASURER
How CAPS leadership and Blanning and Baker have colluded to deprive members of their rights.
CAPS members rights are outlined in the organizations bylaws. But even those bylaws do not exist in a vacuum they must conform to the Government Code which governs Non-Profit Mutual Benefit Corporations.
Failure to hold regular meeting of the members for 10 years. California Codes Corporation Code Section 7510-7517
The old 2007 bylaws stated in ARTICLE III Section 1 Annual Meeting of Members paragraph (a) An annual meeting of members shall be held. (b) The purpose of the annual meeting of the members shall be to install Officers and Directors. (c) Association business other than the installation of Officers and Directors may be transacted.
When candidate for Vice President of CAPS, Charles Rachlis found out that there has not been a meeting in 10 years and brought it to the attention of the board that all their actions, including distribution of funds, signing of contracts etc. have been done by persons not duly installed as officers, and that denial of the members right to the bylaws mandated meeting was a breach of contract by the organization to the members and a breach of fiduciary responsibility of the agent (Blanning and Baker) to the members, the board decided to do something about it. They decided to bury it. So at the next board meeting in February 2011, after I brought this to their attention, they amended the bylaws and as yet have not noticed the membership of the change nor have they posted the bylaws at the web site.
The 2011 amendment to the bylaws wrote the right to an annual membership meeting out of the bylaws altogether in an attempt to codify their long term undemocratic and illegal denial of the memberships right to membership meetings.
The new bylaws passed by the current board reads:
ARTICLE III MEETINGS OF MEMBERS. Section 1-Regular Meetings of Members
(a) Regular meetings of the members may be held at times determined by the Board. (Revised 02/12/2011)
(b) The purpose of the regular meeting of the members shall be to transact any business which may be brought before the meeting. (Revised 02/12/11)
So what they did here was make the regular membership meeting the prerogative of the board and they displaced the installation of the Officers and Directors to another section of the bylaws to end a ten year reign of uninstalled Officers and Directors conducting the members business. The only other place in the bylaws where the task of installation of officers could possibly be construed as legitimate is ARITICLE 6 POWERS OF THE BOARD Section 2-General Authority of the Board paragraph (a) All Association powers shall be exercised by, or under the authority of the Board. The business and affairs of the Association shall be controlled by the board….
But what does the State of California have to say about this? Corporation Code 7510(b) states: A regular meeting of members shall be held on a date and time,and with the frequency stated in or fixed in accordance with the bylaws, but in any event in each year in which directors are to be elected at that meeting for the purpose of conducting such election, and to transact any other proper business which may be brought before the meeting. This clearly is in contradiction to the 2011 amendments. The clearly stated intention of this clause is that a regular meeting shall be held, not as the amended clause states may be held upon statement of time and place by the of the board. No that meeting must be held with a stated frequency stated in or fixed in accordance with the bylaws.
- CAPS BYLAWS TODAY STAND IN VIOLATION OF CORPORATE CODE AND MUST BE CHANGED.
- CAPS HAS VIOLATED MEMBERS RIGHT TO ANNUAL MEMBERSHIP MEETING FOR 10 YEARS UNDER DIRECTION FROM BLANNING AND BAKER AT THE DETRIMENT TO THE MEMBERSHIP AND THE DAMAGES MUST BE ADDRESSED.
Violation #2 Failure to notice members of their right to convene a special meeting with demand by 5% or more of the members. Corp.Code. Section 7510(e) which states: “In addition, special meetings of members for any lawful purpose may be called by 5 percent or more of the members.”
However in the old bylaws 2007 and prior, it states in ARTICLE III Section 2 paragraph(b) “Special meetings of the members for any purposes, may be called by the Board, or shall be held upon petition of thirty percent (30%) of the members. So for decades as scientists looked at their bylaws and if they had considered petitioning for a special meeting they would have been dissuaded by the monumental nature of the task. Considering the size and shape of CAPS collecting 30% of the members signatures is impossible without access to the membership list, a quorum membership meeting attended by a quorum, or the membership newsletter. All of these venues have been denied to the members. So now with the boards actions under scrutiny, during the February 2011 board meeting they amend this paragraph bylaws to conform with the law. Better late than never but that change does nothing to address the damages incurred by decades of denial of membership meetings.
NOW WE ONLY NEED 5% OF THE MEMBERS SIGNATURES TO CONVENE A MEETING! IF THE CURRENT LEADERSHIP CLIQUE REMAINS IN POWER, IT WILL BE NECESSRY TO ENVOKE THIS PROVISION.
TO EXPEDITE REGULAR MEMBERSHIP MEETINGS ELECT:
Will Wright President, Charles Rachlis Vice President, Giorgio Cosentino Treasurer