Minutes of the Meeting of the ALSA Board of Directors
May 29, 2001 by Teleconference
ALSA Board Meeting 5-29-01
ALSA BOARD MEETING - Tuesday, May 29, 2001
An emergency meeting of the ALSA Board of Directors was called to order at 8:00 PM EDT on Tuesday, May 29, 2001. All board members were present except Polly Schofield and Dick Sheehan. All board members received notification of the meeting.
Dwayne moved, Carol seconded that in the best interest of ALSA because of the conflict of interest due to Polly Schofield's accepting a paid position with AOBA and that Terry Price states in his letter to Ray Howard of May 19 that it's a director's fiduciary duty neither to compete directly against nor to usurp the business opportunities of the corporation and that a corporate officer or director is under a fiduciary obligation not to divert a corporate business opportunity for his own personal gain, that Polly Schofield be expelled from the ALSA Board unless her resignation is received by June 1, 2001 by 9:00 PM Eastern Standard Time.
A lengthy discussion followed with board members stating their interpretation of the letter from Terry Price. Dwayne said he considered Terry Price's letter an opinion in that Mrs. Schofield's attorney provided an opinion that there is no conflict of interest and that Mr. Price said he did not believe the opinion letter of Mrs. Schofield's lawyer.
Jeff stated that in his opinion the letter from Terry Price was not an opinion letter.
Ray mentioned he had checked with the parliamentarian who stated the board has legal authority according to Roberts Rules of Order and that Section 8, Article 4 of ALSA'S amended bylaws allows for a board member to be expelled for inappropriate behavior.
Dwayne and Carol voted Yes. Paige and Jeff voted No. Ray broke the tie with a Yes vote.
Motion carried.
Respectfully submitted
Carol Hicks, Secretary
View the letter from the attorney for Mr. Howard.
View the letter from the attorney for Ms. Schofield.
