June 28, 1975
TO: The Trustees of The Stelle Group
The Special Meeting to amend the by-laws of The Stelle Group was called to order at approximately 8:20 p.m. p.m. at the Cullom Community Center on the 27th day of June, 1975, by Malcolm Carnahan, to presided as, acting chairman until such time as a chairmen could be elected. Approximately 90% of The total voting membership of The Stelle Group was represented at the start of the meeting. Gail Kieninger voiced an objection to the legality of the meeting and stated that she was leaving. A number of other members followed suit and left the meeting hall.
Walter Stodd, attorney for proposers of the by-law amendments, forwarded the legal opinion that the meeting was in fact legal provided a quorum existed. The remaining members signed statements as record of their presence at the meeting, which were notarized by a notary public present at the meeting. According to Gail Kieninger, Vice President of The Stelle Group, the voting membership of The Stelle Group consisted of 102 full members and 72 associates on June 27th, 1975; this amounted to a total of 138 possible votes. After the “walk-out”, there remained 58 full members and 40 associates, which amounted to a total voting capability of 78 votes, or 56.5% of The total number of votes entitled to be cast by The Stelle Group as a whole. A quorum clearly existed. The meeting was called to order as a legal meeting of The Stelle Group, and Malcolm Carnahan was elected chairman.
Several peripheral issues were discussed. Then the proposed amendments were read, and questions voiced by the general membership wore answered by the panel representing the propose of the amendments. This panel. consisted of Malcolm Carnahan, Walter Cox, Al Davis, and Dick Hellner. During discussion of the proposed amendments, two amendments were passed to the resolution as submitted to the membership in the notice of a Special Meeting. These two amendments have been included in the attached notice. Each of the proposed amendments passed with the approval of 52.2% of the total vote of the membership.
“Article II, Members, Section 2. duties of Members
It shall be incumbent upon all members, individually and collectively, to accept the lawful decisions of the majority membership and uphold the high principles of The Stelle Group set forth by the book THE ULTIMATE FRONTIER.”
We would like to formally request at this time that the trustees of The Stelle Group revise within 14 days the written statement of the By-Laws of The Stelle Group to reflect the amendments lawfully adopted at the Special Meeting of participants held June 27, 1975, at 8 p.m. at the Cullom Community Center.
We believe that the amendments to the by-laws as adopted will enable important issues in the group to be resolved by a majority decision. It is our belief that this will lead to a re-unification of the membership. We trust that you will approach these amendments in the same co-operative spirit.
AMENDMENTS TO THE BY-LAWS OF THE STELLE GROUP ADOPTED AT SPECIAL
MEETING OF PARTICIPANTS HELD JUNE 27, 1975, AT 8:00 P.M., AT CULLOM
ARTICLE II - MEMBERS
Section 6. RIGHTS OF PETITION AND CRITICISM. The right of any participant to publicly criticize with impunity the policies, decisions and government of the board of trustees is guaranteed.
Any member or group of members has the right to propose by-laws, rules, regulations, policies, ordinances and guidelines, changes thereof or repeals thereof, and this procedure shall be followed to effect change. All proposals shall be made in writing with the reasons therefor and delivered in person to the appropriate party as outlined below.
If the proposal concerns a matter relative to a department of The Stelle Group, the petitioner(s) shall first submit the proposal in writing with reasons therefor to the appropriate party within the department. If the communication with the appropriate party results in a denial of the proposed change, the petitioner(s) may appeal through the chain of responsibility / authority designated by the department’s table of organization. Should the communication with the appropriate parties result in a denial of the proposal, the petitioner(s) may forward the proposal to the board of trustees. If no response to the proposal is received from the appropriate parties in the department within 14 days, the proposal shall be considered to have been denied.
If the proposal involves a matter not specifically included in any department of The Stelle Group, the petitioner(s) shall submit the proposal in writing with reasons therefor to the board of trustees. The hearing before the board of trustees shall take place within 14 days after receipt of the written proposal, and a decision must be arrived at within those same 14 days after the proposal is brought before the board of trustees. The purpose of the hearing is to review the proposal to determine what is for the greatest good of all concerned regarding the matter. Such proposals which are determined to be desirable may be effected by the trustees, except proposals relative to by-laws, rules, or regulations, which must be referred to the general membership for a vote. A majority vote of the membership on such a proposal shall be binding on all parties concerned.
If the hearing by the board of trustees results in a denial of the proposal or in a denial of a referendum on the proposal if relative to a by-law, rule, or regulation, then a second hearing may be requested before a panel of seven peers, provided the petitioner(s) so request(s) in writing within seven (lays from the completion of the hearing before the board of trustees. The panel, hereafter to be called the Legislative Review Panel, shall be chosen by lot from among full members of The Stelle Group. The petitioner(s) shall be present at the drawing of the panel by lot. The hearing before the panel shall be held at a mutually agreed upon time within 14 days from the completion of the prior hearing, unless said time limitation is waived by mutual agreement of the petitioner(s) an(l the board of trustees.
The responsibility of the panel shall be to review the decision of the board of trustees in light of all relevant considerations and, by majority vote, to sustain the decision or (decide to submit the proposal to the membership for vote, it shall not be within the authority of the panel to modify the proposal unless agreed to by the petitioner(s). If the panel decides to submit the matter to the membership for vote, the vote shall be held no later than thirty days from the decision of the panel. A majority vote of the membership concerning the proposal shall be binding on all parties concerned.
If the panel upholds the decision of the board of trustees denying a referendum on the proposal, this decision shall be binding and no hearing before a panel of seven on a proposal
Section 6. RIGHTS OF PETITION AND CRITICISM. (Continued ...)
of substantially the same nature can be held within six months of the panel’s decision. Judgment concerning whether a proposal is “substantially the same” lies within the exclusive purview of the Legislative Review Panel which was originally formed to judge the similar proposal. Nothing herein shall be construed to deny the right to a hearing before the board of trustees on any matter within that time period.
FOR __72__ AGAINST _2__ ABSTAIN __1.5__
ARTICLE III - TRUSTEES
Section 1. GENERAL POWERS. The business and affairs of the corporation shall be managed by its board of trustees. The board of trustees may institute policies and guidelines, but they may not enact rules or regulations which are binding on the general membership. The purpose and intent of this section is to insure that no rule, regulation or any other legislation by whatever name shall be binding or enforceable upon any member unless it has been enacted by majority vote of the total membership. The board of trustees may initiate such rules or regulations through the referendum process.
FOR __72__ AGAINST __2__ ABSTAIN __1.5__
ARTICLE VIII - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws ‘may be adopted by a majority vote of the total membership. The procedure outlined in Article II, Section 6, of the. by-laws shall be followed when proposing changes in the by-laws.
FOR __72__ AGAINST __2__ ABSTAIN __1.5__