胡保年的 "centrist failed to broker compromise, final analysis" Options

[Molly Tang]

From: Kemin and Bob Hu <huzh...@gmail.com>
Sent: Friday, June 17, 2011 12:41 AM
Subject: centrist failed to broker compromise, final analysis
I am centrist with no history, and therefore a clean history at HXNY.
I have never served in any official capacity, or even as a
class-parent. I typically drop my kids off and then go grocery
shopping or play tennis.
I viewed the board's decision to reject one pair of the candidates as
flawed, as the majority of issues raised against the candidates even
within anonymous emails were interesting but not serious enough to
negate the contributions they made to the community. I never-the-less
viewed it as within their rights. I respected the board members for
their prior service as Principals or PTA chairs, and didn't think
they
should be removed for simply expressing their opinions.
I voted against the impeachment of Li Shengjing based on two
principles 1) an individual board member should be allowed to express
his/her opinion however crazy it might be from another person's
perspective 2) the board collectively should survive the lunacy of an
individual member and still function.
I chanced upon one of the centrist members outside the CLA building
while the impeachment vote tally was going on inside, and I sensed he
was looking for some sort of compromises too. So I tried to cook up
schemes that might address the potential concerns around current
election format while still give members what they strongly wished
for, which is free election unencumbered by the board approval.
I hoped a combination of 1) severing the tie between principal and
PTA
chair and 2) parliamentary style representation, i.e, electing
multiple roles (principal and multiple VPs for the administrative
team
for example) rather than the current winner-takes-all system would
address the concerns of the majority camp within the board, which
happens to represent the minority among members. I even offered the
carrot in the form of stricter conflict of interest rules that if the
spouse of a board member is elected, one spouse shall relinquish
his/her role, which impacts a board member from the minority camp in
the current election cycle.
I received buy-ins and verbal agreements from 4 of the 4 members
reachable on the majority camp (I am told one member Yang Peiwen was
unreachable for personal reasons). I received buy-in and verbal
agreements from 1 of the 2 members on the minority camp (due to the
carrot offered to the other camp). However, when it comes time to put
it down in writing, I only received the one signature from the
minority camp and none of the 4 members on the majority camp provided
their signature. They clearly are not interested in compromises that
could result in free elections.
Although Li Shengjing or some other board members can explains it 100
different ways, the true reason the proposal by “Da Lao” failed as it
contains the clause
“4. The school will establish a committee immediately to revise the
current Bylaws to make a free and fair election possible.”
Free and fair? Horor!
So what are the structural problems?
The requirement that board approval of candidacy means that if the
majority camp on the board so wishes can perpetuate their majority on
the board by only approving those candidates that will be joining
their camp upon serving as Principal or PTA chair.
The bylaws are so poorly written that it can be wielded as a weapon
by
the majority of the board. Members, even a supermajority (2/3) can
not initiate the change of bylaws.
The following two clauses
6.03.10 The Board has the power to initiate the process to amend the
Bylaws.
12.03 The Board of Directors shall interpret the Bylaws and its
application.
really stands out. Although 6.03.10 doesn’t say _only_ the board has
the power, the board can interpret it as such by noting that no where
else in the bylaw says that members or PTA or other entities can.
Knowledgeable sources told me that several attorneys from independent
law firms have looked at this, with some laughing that “you guys are
so screwed.” That’s why I had to seek buy-in from the board
It is not so much of an issue when the board majority represents the
membership majority, but when the board majority becomes a clear
membership minority it really becomes an issue.
It is also worth noting that in the latest board minutes states that
“Reflecting on the member’s consensus for bylaw changes, all board
directors agreed that a Bylaw amendment committee should be
established as soon as possible.” In all practical sense, it could
just as well be not in your lifetime. Along that same vein, the word
“immediately in point 4 of the “Da Lao” proposal, can’t be
interpreted
as liberally, and therefore no deal.
4. The school will establish a committee immediately to revise the
current Bylaws to make a free and fair election possible.
Where is the escape hatch? About the only right that hasn’t been
taken away is
5.03.4 A two-thirds majority vote is needed for removal of the
elected school officers and Directors.
So one can hope and pray for a peaceful solution by hoping “as soon
as
possible” really means sometime in our collective lifetimes.
Such are the sad state of affairs today !!!