Last night the board of directors of Midland Shooters Association had a meeting, and here are some of the highlights.
Number of members renewed -
Many of us are probably curious about how much of an impact the requirement of an executed release agreement has had on the number of membership renewals. The secretary reported that as of last night there were 957 members. And a member present said that number was consistent with membership renewals for previous years as of this time of the year. We all probably know people who either elected not to sign the release agreement or were otherwise excluded from renewing because of a related reason. So, the anecdotal evidence is inconsistent with the member tally which means it's still unclear what impact the release agreement had. But, that's all moot now.
Release agreement -
As noted in the post titled "Midland Shooters Association - Great News" below, the board of directors voted to rescind the release agreement as a requirement for membership and to return the signed agreements to those who signed them.
The secretary remarked about the expense of mailing those forms back to the signers. By my calculation, 957 mailings at $0.37 each comes to $354.09, excluding the cost of the envelopes. For my part, I'm going to send the secretary a self addressed stamped envelope to expedite the matter and help save the corporation $0.37.
Release agreement for the future -
As I remarked in a post dated September 9, 2003 (see archives), the Texas Non Profit Corporation Act, Vernon's Texas Civil Statutes Article 1396-2.28, provides standards for directors, and it provides protection from liability for directors, as follows:
D. A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director if the director acted in compliance with this article. A person seeking to establish liability of a director must prove that the director has not acted:
(1) in good faith;
(2) with ordinary care; and
(3) in a manner the director reasonably believes to be in the best interest of the corporation.
That provides a pretty good defense, but as the corporation's attorney said, it won't keep them from being sued. So, eventually an additional layer of protection will be contemplated in the form of a release agreement to further shield board members and the corporation from lawsuits. And, there is the insurance.
Insurance -
There was much discussion about liability insurance for the corporation, and the general consensus was that the corporation didn't have enough coverage. The additional coverage that was suggested would include a directors and officers liability policy, an errors and omissions policy, and an umbrella policy.
Members whose renewals were rejected -
The board also resolved to readmit those members whose renewals were rejected either because they refused to sign the release agreement or, while they may have signed the release agreement, they had made comments on or about the agreement.
I believe they are going to send a letter to those people advising them of that decision.
People requesting to speak -
The notice for the meeting said that anyone wanting to address the board should mail in a notice of such intent. Five people had sent in a request to speak, and two of those were present. However, the meeting was very open, and anyone who had a comment or question was free to speak, and many did.
Corporation's attorney was present -
The corporation's attorney was present at the meeting, and he seems like a very intelligent and down to earth fellow. He made some very good common sense suggestions, and I feel confident that the club will benefit greatly from his assistance. Among other things, he told us that he is representing the corporation as a whole and not the board or any specific individual.
It wasn't until I was on the road home that I realized that I had neglected to get his name. So, as a would-be reporter for this event I've fallen down on the job. If anyone reading this knows his name I would appreciate it if you would leave a comment or send me an email.
Conclusion -
It was a very productive meeting. If I recall something else that should be mentioned, or if someone comments or emails with something I've omitted, I'll either update this post or start a new one.