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Board of Directors Meeting Minutes


April 21-22, 2007

Location: Hilton Hotel & Executive Meeting Center , Rockville , Maryland

Present: Board members: Kathleen To , S. B. Woo , Kelvin Chen , Yueh-Ting Lee , Joel Wong, Hong-Yee Chiu, David Yang, Amy Wong Mok, Linden Nishinaga, Edward Lin , Jing-Li Yu . / Staff: Helen Wang

Meeting convened at 9 am , April 21, 2007 .

Morning Business

Amy Wong Mok moves that S. B. Woo be the parliamentarian for the duration of the meeting. Linden Nishinaga seconds. The motion was unanimously approved.

S. B. Woo moves to set up a task force chaired by Vice President, Amy Wong Mok, to increase our e-mail list (including purchasing lists, harvesting, petitioning, and using other methods as appropriate). Linden Nishinaga and Yueh-Ting Lee second. The motion was unanimously approved.

Yueh-Ting Lee moves to approve a revised budget with $15k allocated to the ISP. Amy Wong Mok seconds. The motion was unanimously approved.

Bylaws Amendments

1. S. B. Woo moves to resubmit ¡°BE IT THEREFORE RESOLVED THAT the following language of article 7.1 be amended from

80-20 shall announce the responses as they come in. 80-20 shall urge its supporters to WITHHOLD financial and other forms of support to any presidential PRIMARY candidates who fail to pledge his/her commitment. Our supporters will vote for primary candidates who have already pledged their support only.¡

to:

80-20 shall announce the primary candidates' responses as they become available. 80-20 shall urge its supporters to WITHHOLD financial and other forms of support to any presidential PRIMARY candidate who fails to pledge his/her commitment in writing and in accordance with 80-20's pledge requirements. Our supporters shall vote only for primary candidates who have already met 80-20's pledge requirements. While adhering to the above guidelines, the Executive Committee shall have the option to endorse specific candidate(s) in specific primary elections in various state(s) provided such decision is first approved by at least 80% of the Board.

Jing-Li Yu seconds.

Amendment 1: Yueh-Ting Lee moves to change the last sentence, the Executive Committee shall have the option to endorse the Executive Committee may have the option to endorse Amy Wong Mok seconds. The motion was not approved (2 ayes; 8 nays).

Amendment 2: Kelvin Chen moves to change '80%' to 'two-thirds'. Joel Wong seconds. The motion was approved

(7 ayes; 2 nays: Amy Wong Mok and Kathleen To; 1 abstain: Jing-Li Yu).

The motion, as amended, was approved (8 ayes; 1 nay: Amy Wong Mok; 1 abstain: Kathleen To): 80-20 shall announce the primary candidates' responses as they become available. 80-20 shall urge its supporters to WITHHOLD financial and other forms of support to any presidential PRIMARY candidate who fails to pledge his/her commitment in writing and in accordance with 80-20's pledge requirements. Our supporters shall vote only for primary candidates who have already met 80-20's pledge requirements. While adhering to the above guidelines, the Executive Committee shall have the option to endorse specific candidate(s) in specific primary elections in various state(s) provided such decision is first approved by at least two-thirds of the Board."


2. Jing-Li Yu moves to delete

a) The word 'interim' in the 1st sentence of the 2nd paragraph of the preamble, and the rest of that paragraph.

The following interim bylaws aim to make the 80-20 PAC an organization that is ruled by law, democratic and transparent. The interim bylaws will be revisited and adopted by the board after two years of field experience. Amendment to the interim bylaws shall be determined by a simple majority vote of the board of directors, notwithstanding statements to the contrary elsewhere in the bylaws.¡

b) The parenthetical clause at the end of the paragraph in Article 10.

(This provision applies only after the adoption of the bylaws after the aforementioned two-year field experience [in preamble].)

c) Article 14- this article only applied to the first election of 80-20 (in 2002).

14. Provisions for the first election: To permit the smooth operation of the Organization, there are exception to the bylaws during the transition period from a self-appointed Steering Committee structure into an elected Board of Directors structure ruled by its bylaws.

     Officers and m directors shall be elected in a first election, as soon as the number of due-paying members reach 5000 or one year from the date of the adoption of these interim bylaws, whichever is sooner. The first election will be for officers and board of directors. In that election, m/2 founding directors shall be elected for a period of two years, and m/2 directors for one year (m being a number between 12-24, with m is to be decided by 80-20's Steering Committee). The two-year founding directors shall be eligible for a consecutive and terminal two-year elected term at the next election. The one-year directors are eligible for two consecutive two-year elected term. The directors with the higher votes serve the two-year terms. The next higher ones serve the one year terms. If the first election does not occur in the fourth quarter of a year, the respective one or two-year terms of founding directors and officers will actually last longer than one or two years so that the next elections will be regular elections held in months specified by Article 3.2 and 3.3. The Steering Committee is the governing body up till the time of the first election, and shall handle matters related to the election of founding officer and directors.

Linden Nishinaga seconds. The motion was approved (9 ayes; 1 abstain: Edward Lin).


3. Rajen Anand moves to amend Article 10 from:

10. Amendment: Amendment of these Bylaws shall be circulated to the Membership at least one month in advance and approved by the Membership. An amendment may be proposed by the Board to the Membership by a two-thirds vote or by a petition to the Secretary signed by at least three percent of the members given in the latest published membership list of the Organization. (This provision applies only after the adoption of the bylaws after the aforementioned two-year field experience [in preamble].)

to:

10. Amendment: Amendments to these Bylaws shall be proposed by any member of the 80-20 Board of Directors or through a petition signed by at least three percent of the members listed in the most recent directory of membership. All amendments shall be discussed at a physical or teleconference meeting of the 80-20 Board, at which a quorum is present and following the approval by a two-thirds of those present shall be presented to the membership at least 30 days prior to the deadline for the return of ballots. An amendment shall be deemed approved, provided a majority of the members voting approve the amendment.

(The meeting of the 80-20 Board could be a meeting at which the Board members are physically present or participating through a Tele-Conference)

Amy Wong Mok seconds the motion.

Amendment 1: Joel Wong moves to delete the parenthetical statement in the amendment and replace 'meeting' in the second sentence of the amendment to 'physical or teleconference meeting.' S. B. Woo seconds. The motion was unanimously approved.

Amendment 2: David Yang moves to amend the second sentence of the amendment from 'two-third affirmative vote of the entire 80-20 Board' to 'two-thirds affirmative vote of those present.' S.B. Woo and Kelvin Chen second the motion. The motion was unanimously approved.

The motion, as amended, was unanimously approved: 10. Amendment: Amendments to these Bylaws shall be proposed by any member of the 80-20 Board of Directors or through a petition signed by at least three percent of the members listed in the most recent directory of membership. All amendments shall be discussed at a physical or teleconference meeting of the 80-20 Board, at which a quorum is present and following the approval by a two-thirds of those present shall be presented to the membership at least 30 days prior to the deadline for the return of ballots. An amendment shall be deemed approved, provided a majority of the members voting approve the amendment.


4. Jing-Li Yu moves to delete the 3rd paragraph of 3.4 (Standing Committees):

After the election of new committee chairs, the new Executive Committee shall meet and appoint at least two directors from each of the two annual classes of directors to all standing committees, except for the Executive Committee, Nomination Committee, and Election Monitoring Committee.¡

S. B. Woo seconds. The motion was unanimously approved.


5. Jing-Li Yu moves to amend the first sentence of 3.4.3 'Finance Committee' from:

'3.4.3 Finance Committee: The Treasurer shall be the Chair of the Finance Committee and one member appointed by the Executive Committee in January after the election of new officers.'

to:

'3.4.3 Finance Committee: The Treasurer shall be the Chair of the Finance Committee. The Finance Committee shall consist of the Treasurer and one member appointed by the Executive Committee in January after the election of new officers.'

Edward Lin and Kelvin Chen second. The motion was unanimously approved.

Supporting Legislation for the Asian American Community

S.B. moves that we send a mass e-mail to encourage our supporters to ask their Representatives to co-sponsor H.R. 760: The Filipino Veterans Equity Act of 2007 (introduced by Rep. Bob Filner of CA) David Yang seconds. The motion is approved.

David Yang moves to support Bill No. H.R. 629: The Asian American and Pacific Islander Serving Institutions Act (introduced by Rep. David Wu of OR) in consultation with David Wu's office. Amy Wong Mok seconds. The motion is approved.


Adjournment

S. B. Woo moves to adjourn the meeting. Kelvin Chen and Linden Nishinaga second. The meeting is adjourned at 11:30 AM on April 22, 2007 .