Amendment of LALSRM Bylaws to Extend Terms of Current Directors

Where We Are

As you know, the Los Angeles Live Steamers Railroad Museum has suspended most activities during the COVID-19 pandemic, including pulling the public on Sundays, the 2020 Spring Meet, general meetings, and all social gatherings. We will probably need to suspend the Steam Only Meet, the Fall Meet and our Holiday Banquet. Monthly Board meetings are conducted remotely by Zoom. We do not know when Club activities can resume; restrictions could extend well into 2021.

Several legal matters have been indefinitely delayed: a civil suit, a criminal prosecution, and an IRS audit. Ongoing business with the Department of Recreation and Parks has also been indefinitely delayed.

The inability of directors and members to meet in person has disrupted the ability of Club members to communicate with one another effectively and efficiently.

In view of these difficulties, the Board is proposing an amendment to our bylaws that would provide, on a one-time basis only, the extension of the terms of current directors for one additional year to a total of three years. A vote of YES is in favor to the extension. A vote of NO rejects the extension.

The proposed ballot measure is set forth below:

Proposed Ballot Wording:

BYLAW AMENDMENT (requires 2/3 affirmative vote to pass)

Shall the bylaws be amended as follows (additions and deletions noted in text):

The first sentence of the second paragraph of Article II, Section 2 of the Bylaws is hereby amended and restated in its entirety as follows:

“After completion of a full two (2) year term, a Director will not be eligible for re-election for two (2) consecutive years.”

Paragraph G of Article II, Section 3 of the Bylaws is hereby amended and restated in its entirety as follows:

“G.      Tenure of Office of a Director

The term of office for an elected Director shall be two (2) years from his installation at the December General Meeting following the election, or until his successor is installed in office; provided, however that, the terms of Directors in office in July 2020 shall be three (3) years, such that Directors’ terms otherwise expiring in 2020 shall instead expire in 2021, and Directors’ terms otherwise expiring in 2021 shall instead expire in 2022; provided, further that, there shall be no election of additional Directors in 2020.”

Reason for Amendment

The Board feels this measure is needed to provide continuity during this uncertain period and to enable the Board to deal with the Club’s ongoing operation, including the matters referenced above. While continuity is always an issue with new directors, the ability of new directors to come “up to speed” and to grasp the “pulse” of Club members is much more difficult in view of COVID-19 restraints. This could impair the Board’s ability to respond to fast-changing events as they occur. Meeting via Zoom and conference calls are useful as a stopgap, but they cannot replace group and in-person talking and socializing so necessary to discuss and resolve complex issues. 

The Board also feels that maintaining continuity in communicating with the City is important.

This amendment was actively discussed with membership at the June 1 Board meeting.  Reaction by the membership was largely positive.

Summary of Special Election and Terms of Amendment

Under this proposal, the Club would hold a Special Election in accordance with the bylaws.  Ballots would be mailed through the United States Postal Service on July 13, counted on August 1, and the results announced at the August 3 Board meeting. Any change to our bylaws requires a 2/3 approval of those voting.  Please advise any Board Member if you have not received a ballot by July 20, 2020.

Here is a summary of the proposed bylaw amendment:

  • This year’s Board election would be cancelled.
  • Each current director’s term would be extended one additional year to a total of three years. 
  • The 2021 election would proceed as normal. Directors who would ordinarily have been termed out in 2020 (Merchant, Schirmer, LaGaly and Kovacs), would be termed out in 2021. Directors who would ordinarily have been termed out in 2021 (Figueroa, Holman, Suncin and Rodstein), would be termed out in 2022. Consistent with current practice, only four director seats would be up for election in 2021 and beyond.
  • Current restrictions on directors running for subsequent terms would remain in place and be measured from the extended date of their terms.
  • This is a one-time change.  Elections In 2021 and beyond will be conducted as outlined by our existing bylaws.  
  • If this amendment fails to pass, this year’s election would proceed as scheduled, and the current directors completing two years on the Board would be replaced.

We Need Your Advice

Your Board values your opinions and wants to share them with the membership at large. Please email any director with your comments and questions. All positive and negative perspectives are valuable. We will collate your comments and questions exactly as presented.  We will attempt to address all questions

as objectively as possible and distribute those comments, questions, and answers before the next Board meeting. Please submit your feedback before June 22 so we can keep this process on schedule.

We invite you to attend the next Board Meeting on Monday, July 6th (meeting delayed one week by the July 4th holiday) when this issue will again be a focus of discussion. These are unprecedented times for our Club requiring unusual solutions.  We urge your participation.

Sincerely:

Ted Merchant                                      

Bill Schirmer                            

Tim LaGaly 

Les Kovacs

Martha Figueroa

David Holman   

Nick Suncin

Steve Rodstein                     

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