Subject:  [tt-inc] Director Qualifications
Date:     Wed, 14 Jun 2000 07:51:20 -0500
From:     Nancy Lieder <zetatalk@zetatalk.com>
Reply-To: tt-inc@egroups.com

Due to the nature of the corporation, which is international and
operates on the Internet, the background, personal agenda, and in
particular the qualifications of a nominee cannot be easily determined
by the membership. Body language cannot be read, and personal
exaggerations or frank lies can stand as fact or truth. The written word
on e-mail or during chats stands alone, unless other physical
confirmation such as bank statements (Diana failed to provide one),
proof of employment (Offer letter under corporate letterhead or pay
stub), personal accomplishments (certificates or diplomas) can be
provided.

People are thus assumed by default to be sound and wise and able to
perform the duties of a director. People who would never be hired to run
a simple office, as office manager, step into the role of director when
they cannot manage their own affairs. People who would never even be
hired as a clerk in an office step into the role of director when they
cannot organize their own files. People who cannot hold a job because
of personal attitudes, being a dilettante or sloppy or inconsiderate, run
apace as directors! People who have never put together a budget or a
project plan rule on the President’s budget and the plans put forth by
project principals.

I would like to suggest that the Bylaws, by vote of the membership
(after the Board approves such a votecall), be changed to offer the
membership MORE INFORMATION about a nominee, during any election
process. This would certainly be done if an outside director were up for
election. One would say this person was currently holding x job, had
accomplished x and not failed to deliver, managed x funds or x people,
was expert in x field, had x certificates or been published in x
journals or whatever. I am not suggesting that a nominee reveal, on the
Internet, such personal information as to subject them to harassment,
as the Internet is open to the world, all manner of people. But I am
suggesting that the gist of a director’s qualifications can be stated,
in a general manner, so that the membership can pose questions and
determine if a falsehood is being foisted or posturing is being done.
For instance, the fact that Sol has been an attorney is apparent from
his posts, and Jan’s financial background is apparent from his posts.
The fact that some of our directors do not hold jobs, by choice, or
cannot hold them, and have never accomplished a thing is NOT apparent as
this information is never requested of them! How someone lives their
life, HAS lived their life, is relevant to their ability to function as
a director!

I am going to include my recommendation on the Agenda of the next Board
Meeting, for the Board’s consideration, as follows:

Article 3: Directors

Section 2: Powers

Subject to the provisions of the State of Delaware relevant to nonprofit
law and any limitations in the Articles of Incorporation and Bylaws
relating to action required or permitted to be taken or approved by the
members, if any, of this corporation, the activities and affairs of this
corporation shall be conducted and all corporate powers shall be
exercised by or under the direction of the Board of Directors.

(New additional verbiage follows)

All nominees to seats on the Board of Directors, whether during the
general election or special elections, will outline their general
qualification during the nomination process. The nomination should so
state these qualifications, and the nominee reiterating or correcting or
expanding upon this list of qualifications upon acceptance. Due to the
open nature of the elections, held on the Internet, particulars that
would expose the nominee to harassment or privacy violations will not be
required, but rather the qualifications should be stated in such a way
that the membership can determine the validity of the claims during
question and answer via mailing list postings should the membership wish
to conduct such a question and answer session.