The Audit, the board, the by-laws

I see mr. 5-BG is still "dribbling off at the keyboard". Until he has
the nerve / integrity to personally stand behind his comments, they
amount to no more than printed diarrhea.

As for the rest or you, quit rising to his bate. We have no reason to
believe that he is even an SSA member. If he's not a member, then he
has no dogs in the fight and should butt out!

Sincerely,
David Walsh
SSA member



5-BG wrote:
A direct quote from 9/7 note to members from board "

Why has an audit (or outside financial review) not been done since 2002?

The SSA hired its first CFAO during 2002. In retrospect, this may have
led to a false sense of security on the part of the Board. Over the
ensuing years, the Board decided not to spend funds on audits, instead
allocating money on other tasks felt necessary to grow the Society. In
retrospect, this was obviously “penny wise, and pound foolish.”

A direct quote from 9/8 update "

Did the Board decide not to do audits?

After the September, 2003 Board meeting, neither the Board nor Executive
Committee ever discussed audits at all. While this was clearly an error,
it was one of omission, not commission. "



How can the board "DECIDE" not to spend funds without discussion. ???

the second note IMPLIES that a decision was taken at the 2003 meeting
and then carried forward without further discussion into following years.



I have been a member of several boards of rather large companies, some
as an inside member due to my equity position and on some as an outside
director. IN THE REAL WORLD, many decisions are taken upon
recommendation of the specific sub comittee ( on maters of executive
compensation and options for example) WITHOUT DISCUSSION. There are
currently several hundred very large companies ( and their boards)
under fire for questionable and sometimes downright illigal option
pricing plans. The companies are in trouble, the management is in
trouble and the boards are in serious legal trouble. No where in the
minutes will you find a discussion of backdating stock options and a
board discussion of the legality of it. Class action lawsuits are flying
and the boards are named individually.

The MINUTES of board meetings are normally transcribed and edited. The
real power edits the minutes and then passes around drafts to the
members for comment. During the following meeting the normal first order
of business is to approve the minutes of the last meeting which may or
may NOT represent all that was discussed.

then there is the issue of executive sessions. As a significant
shareholder/director and inside board member, I demand to be included in
any executive session. it is not uncommon to be EXCLUDED from executive
sessions of sub board committees as an outside director.

my point is that your read of the minutes conflicts with the two
statements issued. The issue was discussed at least once according to
the first statement. "THE BOARD DECIDED" Does that not fit your
dictionary definition??? IN FACT the first note admits that they
DECIDED to forego the audit to save money. There are two parts to that.
1. their motivation was noble. 2. they made a conscious decision.



Where to from here is the real question. T

he first note says "The long answer is that our hired management failed
us, and although all volunteer Directors were well meaning, they all
share in the blame. The root cause of leadership’s failure to uncover
the problem until now was the complete absence of outside financial
reviews or audits since 2002. Between 2003 and the present, the SSA has
had one Chief Financial and Administrative Officer, one Executive
Director, two Directors who served as Treasurers, three Directors who
were Chairmen of the Board, ten Directors who served as Vice Chairmen
(making up the Executive Committees) and forty-three different
Directors. To varying degrees and for various reasons, we have all let
the SSA membership down."

and goes on to say "

Once the Society emerges from this awful situation, our intent is to
tender resignations in respect of our leadership positions, hoping that
new, qualified individuals will assume these roles."

I believe that a dysfunctional system has been in place which has
placed volunteer board members at risk. It seems to me as if the board
became a pawn of the professional staff and that the board has
acknowledged as much.

My answer to the real question is to cut the size of the board to 4.
have the regional directors, all of whom are well meaning individuals
who are in an unfortunate position right now, become policy advisors
with a page or two dedicated in each magizine to their discussion of
issues brought to the board's attention on the behalf of the members.
Perhaps a review of and change to the bylaws re term of office and
possible recall needs to be considered as part of the process of
rebuilding.

Pilots who make a hard landing , or worse, because they did not flare
properly normally do not CHOOSE to hurt themselves, their passangers and
their equipment, BUT THEY ARE RESPONSIBLE.. Not choosing to do something
is actually a choice NOT TO TAKE THAT ACTION.

Are we to understand that the two directors who served as treasurers
and the ED were unaware that an audit was required???







"Frank Reid"
wrote in message
oups.com...

alice wrote:
Frank, here we go again.There has been endless speculation on R.A.S.
about what the EXCOM did and what their motivation was, criminal
intent, etc. etc..How do you know exactly what the boards motivation
was?

I have made no speculation about what the excom did nor what their
motivation was. Nor have I made any comments as to what the boards
motivation was.

I have on the other hand read all the board minutes from 2002 foreward
and there is no mention at all about an audit, much less some sort of
vote or discussion. I have also corresponded with many of the board
members and to the entire current excom.
Each and every one agrees. There was no vote, no discussion, and no
decision of any kind about an audit.


The SSA Board of Directors never, I repeat never, discussed
the issue of 'not doing an audit'. The SSA Board of
Directors never, I repeat never, decided (or voted
on the option) of 'not doing an audit'. I hope that
is clear for all.

Here again, how do you know why they chose to ignore the bylaws.

This sentence is what is known as begging the question. You apparently
cannot accept that the board did not make a decision on the audit. So
I will say it again. The board did not make a decision of any kind
about the audit and therefore, in no way did "they chose to ignore the
bylaws". If you insist on making that statement the premise of your
comments then you have already declared them guilty of some "big bad
conspiracy". Is that what you really mean to do?

If you
look at the Excom update dated 9-7-06 you cant help but notice
that the
ED was well aware of the fact that payroll taxes had not been
paid for
3 years.Tell us Frank, what was his motivation?

As above I have made no comment as to the motivation(s) of anyone. I
have been addressing the volunteer SSA Board members and nowhere have I
even mentioned the paid staff including the ED and the CFAO. So tell
me Alice, do you have trouble sticking to a topic or did you just throw
this in as "smoke"?


I have been communicating with my regional director who has
informed me
that he is assembling a committee (The members of which have not been
involved with the SSA during the past two scandals) to
investigate what
happened.With all due respect Frank, you might want to save your
speculation until this committee's investigation is complete.

With all due respect, Alice, I have made no speculation. I have told
you facts that you have decided are speculation. However, since you
want to call my comments speculation please tell us all what you know
that makes what I have said speculation instead of fact.

Additionally, what would you call someone who, before this grand
investigation has concluded, has accused the Board of Directors of the
following: "they chose to ignore the bylaws"? And before you answer
make sure you know the definition of the word "chose". It is the past
tense of "choose - to select freely and after consideration, to decide
on esp. by vote". Are you sure you want to accuse the SSA Board of
Directors of this action? Or is it just possible that you have been
speculating just a little on your own?

Indeed, your "hatch may just blow" if you continue to accuse the Board
without absolute proof of your acccusations.

Regards,

Frank Reid



So what happened? The Board simply did not think about
nor discuss an audit after 2003. Stupid? Yes! Deliberately
breaking the by-laws? No! Thus, the statement from
the excom concerning 'omission versus comission'.

More speculation here.Lets wait until the investigation is complete.

Does the above excuse the Board's lack of oversight
in not assuring that the by-laws were being followed
i.e. that an audit was taking place every year. No.
But it was an oversight by the Board. Nothing more,
nothing less.

"The hatch just blew"

Those are the facts.

Frank Reid