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       #Post#: 538--------------------------------------------------
       Where Diversity Would Have Saved the USAT BOD Time
   DIR By: Ladytkd
       Date: January 28, 2015, 8:52 pm
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       Interesting note on the discussion of the bylaw change they
       could not make because it violated Colorado law.  That is they
       planned to change to bylaw to read that only the BOD could
       remove a Director from the BOD.  Currently, the bylaw reads that
       only the constituency group that elects a Director may remove
       that director. USAT found that one out the hard way. According
       to witnesses the reason they wanted to change this was to keep
       the constituents from having recall elections. They did not want
       angry USAT members removing a Director they did not feel was
       representing them.
       This goes to show the different mindsets.  I never in a million
       years would have come up with that answer.  Of course, I already
       knew they couldn't do it, so the discussion would not have gone
       farther. However, pretend I didn't know - I know it is hard, but
       pretend.
       Had I been part of said discussion, I probably would have told
       the person who came up with that concept that I more suspect
       they wanted to change it because they wanted the power to remove
       a constituent director from the island, not retain them.
       Frankly, I do not understand the thinking on even proposing
       this.  Maybe they wanted to protect their friends, maybe they
       just didn't think it through. This is where diversity comes in.
       My main points here are:
       1. As the bylaw reads and with the procedure required, no one
       will ever be recalled unless that person is so hated and even
       then getting together 50% plus one of the constituents for any
       of the constituency directors, except Affiliated who wouldn't
       vote against himself, for a meeting called specifically for the
       purpose of removing a director is impossible. It would not
       happen. Flat out impossible.
       2. Simply by proposing this with that explanation, the BOD would
       be telling the members of the USAT that they are too dumb to
       make a decision to recall a Director they elected in the first
       place and the Independents must take care of that for them.
       I know that no one on the board intended #2. I am sure it never
       occurred to them. This is why there needs to be diversity in the
       discussion, plus someone who knows Colorado Non Profit Law as
       well as the USAT bylaws.
       #Post#: 539--------------------------------------------------
       Re: Where Diversity Would Have Saved the USAT BOD Time
   DIR By: Bagehot
       Date: February 3, 2015, 4:47 pm
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       The fact that this Board had this discussion at all is
       discomforting. The alleged reason for having Board control in
       the hands of "independents" is to bring management and corporate
       expertise to the Board. And yet, this is further evidence of a
       Board wholly unequipped to understand even the basic
       fundamentals of the corporate governance, let alone the
       implications of the Model Non-profit Corporations Act.
       #Post#: 540--------------------------------------------------
       Re: Where Diversity Would Have Saved the USAT BOD Time
   DIR By: calit14
       Date: February 4, 2015, 11:51 am
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       You can see from the recent board meeting and the "under review"
       status of all the Kihap complaints that USAT is wholly incapable
       of getting almost anything done.  It relly asks the question,
       "why is this board so ineffective?" ???
       #Post#: 563--------------------------------------------------
       Re: Where Diversity Would Have Saved the USAT BOD Time
   DIR By: Yamasubiki
       Date: May 8, 2015, 3:19 am
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       Recycled on a daily basis now.
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