FACTS: THE Decision Sciences Institute, Inc. sent email ballots to its members for their use in amending their Constitution. The Members were not required to sign their ballots. A review of the membership roster used to send the email ballots disclosed that 18 members did not receive ballots. The Decision Sciences Institute Inc. did not preserve copies of ballots cast and it is not known whether or not all other members received ballots. It is known that approximately 500 of about 1,400 members in fact cast ballots and there is anecdotal evidence that some members to whom email ballots were sent did not receive ballots because of junk mail filters and the like. had their servers set to reject email from addresses not on their "friends" and "favorites" lists or from businesses with whom they had previously agreed to transact business with electronically. The Board intended to amend the Constitution to remove regionally elected vice presidents from the Board. However, the ballot did not offer any amendments to ARTICLE VII, the composition of the Board. Undaunted, the Board that conducted the balloting removed the regionally elected vice presidents from the board. This has caused a many members to resign and the regions to reconsider their allegiance to the Institute because their representatives were removed from the board without a vote by the Members. Over the past 40 years the Regions have served the professional development needs of about 68,000 faculty members in their annual meetings while the Institute has served the professional development needs of about $44,000 Members in its Annual Meetings.
You have been called in as a consultant by Members and you are now being asked to determine the legality of the balloting and the ethical issues raised by the Board's action in removing the regionally elected representatives from the Board.
ARTICLE XVII-CHANGES IN CONSTITUTION No article shall be added to this Constitution and no part shall be amended or annulled except by written ballot sent to all Members. A change in the Constitution requires a two-thirds affirmative vote of the Members returning said written ballots within 30 days after their mailing to the Member.
ARTICLE VII--BOARD OF DIRECTORS?1. Composition. The Institute's Board of Directors shall consist of the President (who serves as Chairperson), the immediate Past President, the President-Elect, the Secretary, the Treasurer, and Vice Presidents, one elected by each of the Regional subdivisions and an equal number of Vice Presidents elected at-large, and the Executive Director as an ex-officio member.
BYLAW 3: TERMS AND DUES Section 1. Terms (a) The fiscal and tax year of the Institute is from July 1 through June 30. (b) The membership term is from July 1 through June 30. (c) The officer term is from April 1 through March 31. (d) The President shall serve for one year and automatically become Past President. (e) The President-Elect shall serve for one year and automatically become President. (f) The Secretary and Treasurer shall serve two-year staggered terms. (g) Vice Presidents shall serve two-year terms, with the terms of office of the Vice Presidents elected by the Regional subdivisions staggered, and the terms of office of the Vice President elected at-large staggered.
THE STATUTE OF FRAUDS. The Statute of Frauds requires that any contract for services that cannot possibly be completed within one year must be in writing to be enforceable.