<CORSA Chapters> the Western Director situation

[Vairtec Corporation]

Sarah referred to the recent actions as "bullshit."  She emphasized it 
in capital letters.  I know that there are times when one just wants to 
holler "bullshit," but mostly one is best advised to choose ones words 
more diplomatically.

Yet Sarah is right.

In the months leading up to this I too was asked whether I was familiar 
with a means to remove a director.  I was not, and I recommended that 
the board just find a way to live with a troublesome director.

I was not told who the director was that others sought to remove, but I 
had a hunch -- correct, as it turned out -- as to who it was based only 
on gossip and scuttlebutt.

Depending on whom you listen to, this director was either disruptive and 
uncooperative, or trying to steer the board down the right path.  The 
truth, as is most always the case, likely lies somewhere in between.

But none of this matters.  What matters is that, without there being a 
means for the board to expel a member for cause, those who wished to rid 
themselves of this director's involvement clearly pounced on the 
"continuous membership" point.  This is clear because of the inquiries 
as to how to remove a director and because of the hard-line application 
of the "continuous membership" clause.

No courtesy was extended to this director along the lines of a letter 
informing him of the lapse and asking him to renew his membership lest 
the continuous membership clause be invoked.  It would have been 
appropriate to bring the lapse to his attention and ask for his 
cooperation in rectifying it in, say, two weeks or 30 days -- then 
invoke the continuous membership clause had he chosen not to renew.  The 
hard-line application of the continuous membership clause was 
inappropriate, and the offer to "reinstate" him if he asked for 
reinstatement is, as they say in the capital, "political cover."

Yes, the by-laws may be silent on the matter of a grace period or 
"wiggle room" concerning a director's uninterupted membership, but such 
silence allows for the judicious application of the clause in question 
every bit as much as it allows for hard-and-fast enforcement.

More importantly, good management would have sought a means to find 
compromise and cooperation long before it came to this.

What can be done?  Sadly, not much, as the damage is done.  It has been 
suggested, for example, that the president fall on his sword, but I 
can't see that his doing so would accomplish much other than 
underscoring the whole unfortunate episode.

Most of the players in this are among those that I consider friends, and 
so I offer this criticism not to condemn but to recommend better 
thinking as we go forward.

--Bob Marlow