Proxy issues for 1/12/10 Membership Meeting

story archive

1/11/10

Statement from the TES Board of Directors
Concerning the Problems with Proxies
for the January 12, 2010 Membership Meeting

At the September TES Board meeting, the then Secretary tendered her resignation as both Secretary and from the Board of Directors. Subsequently, at that same meeting, she surrendered certain documents and other materials to her successor, who was appointed at the same meeting.

Contained in those materials were proxies from the September Membership Meeting.

Closer, later examination of the material handed over revealed that those proxies given to the current Secretary consisted only of those proxies that had been judged invalid. The valid proxies, many of which were also assigned for the January 2010 and May 2010 Membership Meetings, were not contained in the material handed over.

Those valid proxies have not yet been returned to the Secretary and the Board after several requests.

There has not been sufficient time between the discovery of this problem and this meeting to properly resolve this situation, which would have required giving timely notice to the membership.

Such timely notice would have given members ample opportunity to execute new proxies for this meeting. The Board of Directors determined that said ample time between the discovery of the problem and this, the January Membership Meeting, did not exist.

Because we cannot replace the missing proxies, it is impossible to achieve quorum for this, the January 2010 Membership Meeting.

With regard to the May 2010 Membership Meeting, if, by January 31st, we have determined that the proxies from last September are still not forthcoming, we will notify the membership so that they have sufficient time to execute new proxies for the May 2010 Membership Meeting.

Your Board of Directors greatly regrets what has happened in this situation, which is unusual, and in our recollection, unprecedented. We have started looking into how we might prevent such a situation from happening in the future.