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Ballot D-050826

BOARD OF DIRECTORS
Amended Articles of Incorporation

Background and Rationale:
Linked below are the amended and original versions of the Articles. The amended version is exactly as was prepared and presented five years ago by the Legal Committee headed up by Doug Caprette, except for material details such as dates, names, and addresses [highlighted in blue]. While I can see in the historical minutes that the Board performed a second review of the document over a period of several months, I have found no evidence of any changes made to the committee's document. With the exception of the incorporator names listed, the hardcopy version found in Doug Love's folder appears to be, word for word, the same final document that I typed on behalf of the committee. As far as I have been able to determine, this amended document is the only version available.

It is my intention now to submit this document to the Membership for consideration and approval as is and as was intended and expected by the Legal Committee at the time the document was finalized. It's not clear exactly why the process got off track after that, but I can attest that it was the considered opinion of the committee, after many months of energetic research, that no statutory obstacles existed to prevent a nonstock consumer cooperative like GIAC from becoming qualified as a federally tax-exempt organization, and I assert now that no administrative obstacle other than sheer inertia has prevented this document from being submitted to the State of Maryland to be duly recorded since it was completed in July, 2000. It is my opinion that the Board's nonfeasance in this matter for the last five years has been shamefully dismissive of and disrespectful to the good faith efforts of the committee.

Because of the amount of industrious and capable effort expended by the committee, per its charge by the Board, (and then apparently again to some degree by the Board itself) to perfect this document, I urge you to introduce no further delays in bringing it before the Membership. Despite all its discovered faults and deficiencies, the original Articles of Incorporation document was accepted without a hitch in 1996; this version is far better in its full expression of GIAC's mission and in its adherence to Maryland Corporate Law.

Once again:  This ballot, now put forward by the current chair of the Legal Committee, is not an invitation for Directors to reopen any consideration of the language or provisions of the already twice-massaged amended Articles. That work was completed long ago. This ballot only seeks the Board's nod to put the amended Articles before the Membership now, preliminary to its filing with the Department of Assessments and Taxation.

Now listed as incorporators are the six current Directors, plus two individuals who contributed greatly to this update effort and who are still Members today Clement Lau and Gil Lee. Sadly, Doug Love, who also shared the many frustrations and little baby steps of progress, cannot be included as he is no longer a Member of GIAC.

A minimum of five incorporators is required. If you do not wish to be included, tell me and your name will be removed. As a gesture of gratitude, I contacted Clement and Gil, both of whom served on the original committee to inquire about their willingness to participate and both have accepted. [I made the same offer for the same reason to Ray Stevens, who also accepted; but, unfortunately, the Stevens family will most likely be in New Mexico at the time the document needs to be signed by the incorporators.]

Neil McLeod
Chair, Legal Committee

Proposal 1

To put before the GIAC Membership, via electronic ballot in the same manner as this ballot, amended Articles of Incorporation, developed and promulgated by the GIAC Legal Committee in July, 2000, for consideration and approval by the Membership as required by Maryland State Law. To comply with notification requirements for such matters, the electronic ballot to the Membership would have a voting deadline of at least 30 days.

The sole intent of these amended Articles, as charged to the committee by the Board, is to support and enhance GIAC's subsequent application to the Internal Revenue Service for exemption status under Section 501(c)(3) of the Internal Revenue Code.

Articles of Incorporation - Amended Version

Articles of Incorporation - Original Version


VOTING SUMMARY

YES  Peggy Bates, Ed James, Neil McLeod  
NO   
ABSTAIN  Phil Brandis  
ABSENT  Anne Andersen, Mary Camp  
SpacerSpacer

Proposal 1 is approved.

Voting deadline for this ballot:
Send any questions to: Director Neil McLeod


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