[ SHOWGSD-L ] Please have my permission
- From: "Margery Golant" <mgolant@xxxxxxxxxxxxx>
- To: <ELG440@xxxxxxx>, <showgsd-l@xxxxxxxxxxxxx>
- Date: Thu, 4 Oct 2007 21:23:29 -0400
Evan, if you can't figure out how to do it, I will be happy to help you to
post it if you want it posted, particularly since I want to then be able to
post all the reasons why I disagree with you.
The two main ones:
1 - It would be a complete and profound conflict of interest for the members
of the Executive Committee to be the decision-makers in whether the charges
against THEM should be sent forward. Identical to putting the inmates in
charge of the asylum or the fox in charge of the hen-house. While the
By-laws do not have a provision for such a scenario and normally charges DO
go through the Executive Committee, the law takes priority over the By-laws.
The law makes it quite clear that directors cannot act in situations where
the have a direct and conplete conflict of interest, and being the sole
decision-makers as to whether or not to kill the charges against them is as
direct a conflict of interest as I could imagine.
2 - These are the very same people who would not even let me participate in
the discussion, let alone the voting, on my own "charges" - they actually
disconnected me from the call. It would be an obvious injustice for them to
utilize the opposite procedure when the charges are against THEMSELVES.
Margy
The refusal of the Defendants to address this issue further demonstrating
their indifference to their fiduciary duty of care and loyalty to the GSDCA,
inasmuch as it is a general principle of law that the business judgment rule
does not apply when director has conflict of interest, or when fraudulent,
illegal or reckless decisions are made. In fact, the correct standard when
there is a possibility of conflict of interest is one of "enhanced
scrutiny", which would clearly preclude any possible good faith assertion
that the By-laws provision designating the Executive Committee to pass on
charges against itself.
-----Original Message-----
From: showgsd-l-bounce@xxxxxxxxxxxxx [mailto:showgsd-l-bounce@xxxxxxxxxxxxx]
On Behalf Of ELG440@xxxxxxx
Sent: Thursday, October 04, 2007 8:09 PM
To: showgsd-l@xxxxxxxxxxxxx
Subject: [ SHOWGSD-L ] Please have my permission
I don't remember any letter sent to me by the board. If you mean the letter
I sent to the board, I thought I wrote in it, that it was open to be sent to
anyone. I meant to do that if I didn't and if anyone wants to publish it,
they certainly have my permission.
If I knew how to do it, I would even put it on the List. But it was
dictated and typed, and so it isn't in my computer.
It was my opinion as an attorney of how to handle the pending charges that
have been filed against Lew, Gary, Carmen, Kris, Bill and Ken. If anyone
is that interested, I will try to post it, or if any board members, (or
spouse of a board member) wants to post it, please do so.
Evan (http://www.asgardgsd.com/)
Asgard German Shepherds
http://www.asgardgsd.com/
Where Type Movement and Temperament come together
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PROSECUTED.
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============================================================================
POST is Copyrighted 2007. All material remains the property of the original
author and of GSD Communication, Inc. NO REPRODUCTIONS or FORWARDS of any kind
are permitted without prior permission of the original author AND of the
Showgsd-l Management. ALL RIGHTS RESERVED.
ALL PERSONS ARE ON NOTICE THAT THE FORWARDING, REPRODUCTION OR USE IN ANY
MANNER OF ANY MATERIAL WHICH APPEARS ON SHOWGSD-L WITHOUT THE EXPRESS
PERMISSION OF ALL PARTIES TO THE POST AND THE LIST MANAGEMENT IS EXPRESSLY
FORBIDDEN, AND IS A VIOLATION OF LAW. VIOLATORS OF THIS PROHIBITION WILL BE
PROSECUTED.
For assistance, please contact the List Management at admin@xxxxxxxxxxxx
VISIT OUR WEBSITE - www.showgsd.org
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