Subject: [tt-inc] Director Qualifications Date: Wed, 14 Jun 2000 07:51:20 -0500 From: Nancy Lieder <email@example.com> Reply-To: firstname.lastname@example.org Due to the nature of the corporation, which is international and operates on the Internet, the background, personal agenda, and in particular the qualifications of a nominee cannot be easily determined by the membership. Body language cannot be read, and personal exaggerations or frank lies can stand as fact or truth. The written word on e-mail or during chats stands alone, unless other physical confirmation such as bank statements (Diana failed to provide one), proof of employment (Offer letter under corporate letterhead or pay stub), personal accomplishments (certificates or diplomas) can be provided. People are thus assumed by default to be sound and wise and able to perform the duties of a director. People who would never be hired to run a simple office, as office manager, step into the role of director when they cannot manage their own affairs. People who would never even be hired as a clerk in an office step into the role of director when they cannot organize their own files. People who cannot hold a job because of personal attitudes, being a dilettante or sloppy or inconsiderate, run apace as directors! People who have never put together a budget or a project plan rule on the Presidents budget and the plans put forth by project principals. I would like to suggest that the Bylaws, by vote of the membership (after the Board approves such a votecall), be changed to offer the membership MORE INFORMATION about a nominee, during any election process. This would certainly be done if an outside director were up for election. One would say this person was currently holding x job, had accomplished x and not failed to deliver, managed x funds or x people, was expert in x field, had x certificates or been published in x journals or whatever. I am not suggesting that a nominee reveal, on the Internet, such personal information as to subject them to harassment, as the Internet is open to the world, all manner of people. But I am suggesting that the gist of a directors qualifications can be stated, in a general manner, so that the membership can pose questions and determine if a falsehood is being foisted or posturing is being done. For instance, the fact that Sol has been an attorney is apparent from his posts, and Jans financial background is apparent from his posts. The fact that some of our directors do not hold jobs, by choice, or cannot hold them, and have never accomplished a thing is NOT apparent as this information is never requested of them! How someone lives their life, HAS lived their life, is relevant to their ability to function as a director! I am going to include my recommendation on the Agenda of the next Board Meeting, for the Boards consideration, as follows: Article 3: Directors Section 2: Powers Subject to the provisions of the State of Delaware relevant to nonprofit law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. (New additional verbiage follows) All nominees to seats on the Board of Directors, whether during the general election or special elections, will outline their general qualification during the nomination process. The nomination should so state these qualifications, and the nominee reiterating or correcting or expanding upon this list of qualifications upon acceptance. Due to the open nature of the elections, held on the Internet, particulars that would expose the nominee to harassment or privacy violations will not be required, but rather the qualifications should be stated in such a way that the membership can determine the validity of the claims during question and answer via mailing list postings should the membership wish to conduct such a question and answer session.