Chess politics - Below you will find Mike Matsler's response to Bill G.'s questions

Author

Below you will find Mike Matsler's response to Bill G.'s questions

samsloan

2007-01-30, 8:26 pm

USCF BINFO System
BINFO 200603317
Date 2006-08-03
From bhall
Subject directors and members 1554.2D

* Subject: FW: directors and members 1554.2D
* From: "Bill Hall" <bhall@xxxxxxxxxxx>
* Date: Thu, 3 Aug 2006 15:23:28 -0500

Below you will find Mike Matsler's response to Bill G.'s questions.

Bill Hall
Executive Director
United States Chess Federation
P.O. Box 3967
Crossville, TN 38557-3967
Phone: (931) 787-1234
Fax: (931) 787-1200

From: Michael Matsler [mailto:mmatsler@xxxxxxxxxxxxxxx]
Sent: Thursday, August 03, 2006 11:30 AM
To: bhall@xxxxxxxxxxx
Cc: mcrush@xxxxxxxxxxxxxxx
Subject: directors and members 1554.2D

Bill:

Regarding Bill Goichberg's inquiry: 1) in our view the delegates'
meeting is not synonymous with the members' meeting with respect to
voting for the removal of a director under the Illinois statute. The
delegates, however, should be able to refer the matter to the voting
members. 2) ADM 5-24 proposing amending the by-laws would prohibit
removal during the first six months of the director's term which in
certain cases would render the remedy ineffectual. In any event, any
removal provision adopted at a meeting could be invoked against any
board member regardless of the immediacy of that member having taken
office unless the provision stated otherwise. 3) The Illinois
removal statute allows removal of a director even without cause, so
therefore under this provision it would not be relevant whether or not
there were reasons based on pre-election conduct. However, ADM 5-24
is more restrictive than the statute and could arguably be interpreted
so as to require just cause for removal, whereas the statute does
not. Under the statute no reason need be expressed. 4) If a
director has been duly elected it would seem that the delegates'
certification is a mere formality the absence of which would have no
overriding effect. 5) The by-laws allow revocation of membership for
cause. Our research under Illinois law has uncovered very little
decisional law to guide us. Whether or not cause exists in any given
case is necessarily fact-specific and no bright line can be drawn.
Generally speaking, the concept of "good cause" or "just cause" is
based on common sense experience and what an objective, reasonable
person would perceive. It is the member's conduct, and not his or her
social status, or race, or ethnicity etc. which is the issue. Just
cause would include conduct harming or damaging the reputation of the
organization; engaging in self-dealing to the detriment of the
organization; disclosing confidential information or proprietary trade
secrets; or engaging in conduct contrary to the mission of the
organization.

Sincerely,

Michael Matsler

Louis Blair

2007-01-30, 8:26 pm

___"... Through the entire week of August 7-12, Joel Channing
___engaged in non-stop meetings with Truong and other anti
___-Sloan people trying to think of ways to prevent me from
___taking office. ..." - Sam Sloan (Fri Dec 15, 2006 10:18 am)

___"... Anticipating [a campaign for a delegate motion to prevent
___Sam Sloan taking office], Bill Hall and I contacted our
___attorney so that we would be prepared to address issues
___that might arise at the meeting relative to [Sam Sloan's]
___seating. The attorney confirmed what we thought, that
___there was no way to prevent [his] seating that did not
___involve substantial risk to USCF.
___
___I participated in one meeting at Oak Brook with those
___concerned about [Sam Sloan's] seating. Those present
___were Paul Truong, Duane Barber, Bill Hall and myself. Bill
___Hall and I presented the lawyer's advice and tried to
___persuade Paul and Duane that delegate action to prevent
___[Sam Sloan's] seating would be unwise. Paul and Duane
___were unhappy that we thought nothing could be done and
___asked many questions, but in the end I think they were
___convinced.
___
___This was the only meeting of that type held in Oak Brook,
___as far as I am aware. ..." - Bill Goichberg (Fri
___Dec 15, 2006 4:06 pm)

Louis Blair

2007-01-30, 8:26 pm

___"... At the time we were afraid of disruptions at the meeting
___and were receiving recommendations that we have Matsler
___there in person, plus a security guard. We opted for neither,
___but thought it prudent to ask Matsler questions the
___delegates might ask." - Bill Goichberg (Sat Jan 27, 2007
___8:39 pm)