[RM comments: Ordinarily, I would never publicly disclose communications among BayLISA Board of Directors members — but, in this case, ex-Board member Mark L. was allowed to post — without rebuttal in the same place being feasible — a false and highly derogatory allegation about me to multiple BayLISA mailing lists, which these e-mails refute.

Mark's claim was: that I threatened litigation against my own non-profit group (i.e., BayLISA). That is categorically false.

I and other Board members prefer to terminate that discussion on BayLISA's mailing lists for reasons of decorum, so I am posting the refutation here instead of there, for reference in case such is ever needed — and because, otherwise, Mark L.'s objectively erroneous charge would have gone unanswered.

In addition, the fact that Mark L. was "Arch" (Secretary) of the group during the regular February Board meeting and spoke (quoted below) of an intent to record in the February Board minutes a vote that in fact had not taken place, seems to further justify this public record.

Other terminology: "blw" (BayLISA wheels) aka blw@ is a public mailing list for people interested in management of the non-profit system administrators' guild organisation, BayLISA, with membership including but not limited to the current Board of Directors. "baylisa" aka baylisa@ is the group's public general-discussion mailing list.

Please note the distinction between e-mails to Board members and those to "blw": The latter is a public (if fairly limited) forum.

(Disclaimer: This Web page and accompanying index page should not be construed as any form of statement in my capacity as a Board member, officer, or any other form of agent for BayLISA, past or present.)




From rick Fri Feb 4 21:54:40 2005
Date: Fri, 4 Feb 2005 21:54:40 -0800
To: [fellow BayLISA Board members]
Subject: Board meeting by telephone
User-Agent: Mutt/1.5.6+20040907i

Hi, all. It was great to see all the Board members able to attend, last night.

Jennifer suggested after the meeting that some discussions of Board concern only are best discussed off blw@, just among the Board, so that sounds worth a shot. This e-mail follows up on something Mark [L.] wanted to do, which he still seemed interested in, when I chatted with him after the meeting. Or it seemed that way. (I'm sure Mark can clarify.)

On Wednesday, Jan. 26, Mark posted to blw@:

> I'm somewhat appalled at this point, and am sorely tempted
> to make a motion of censure, naming certain individuals. A simple
> majority of quorum would be all that's necessary, and "quorum" in the
> bylaws is defined as half the Board.
>
> I'd hope it wouldn't get to the point where an official reprimand
> would need to be noted in the corporation's minutes and in this list's
> archives.
[...]
> The bylaws allow for special Board meetings, and using the definition
> in the bylaws of what constitutes a "Board meeting", this mailing list
> is sufficient for holding one.

The bylaws' requirement is, actually, that "Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all Directors participating can hear one another." [Article III, Section 4] Thus, we sometimes hold meetings wholly or partially via conference call, but, in fact, no Board meeting may lawfully be held via e-mail.

In any event, since Mark seems to feel this is important, I'll be glad to assist: If Mark wants to name a convenient time, I'll be glad to set up a telephone conference call and underwrite its cost. Just let me know when.

The reason I say Mark seems to feel it's important was his reaction when I mentioned, in our chat last night, a possible downside to his plan: Given that BayLISA is a sysadmin trade association (i.e., witness our IRS determination letter under I.R.C. section 501(c)(6) ), depending on which (plural) individuals Mark wishes BayLISA to officially censure — which he has not specified — some such persons might be moved to bring business tort litigation on account of injury to their professional reputations. (I'm not saying this would be reasonable or not, only that going after people's professional standing carries substantial legal risk.)

Because BayLISA's corporate status is currently suspended, we have no corporate liability shield, so everyone on the Board should bear in mind the possibility of individual liability.

Anyhow, Mark's comment, when I cited these concerns, was (verbatim): "I guess that's just something I'd have to deal with."

(I'd insist on a roll-call vote on Mark's motion, in order that those of us who judge it ill-advised and dangerous can be on the official record as voting against.)

Anyhow, please let me know when you want to hold that conference call, if you wish to proceed, Mark.

Best,
Rick M.






Date: Sat, 5 Feb 2005 00:15:11 -0800
From: Mark [L.]
To: [fellow BayLISA Board members]
User-Agent: Mutt/1.4.1i
Subject: Re: Board meeting by telephone

On Fri, Feb 04, 2005 at 09:54:40PM -0800, Rick Moen wrote:

> Jennifer suggested after the meeting that some discussions of Board
> concern only are best discussed off blw@, just among the Board, so that
> sounds worth a shot. This e-mail follows up on something Mark L. wanted
> to do, which he still seemed interest in, when I chatted with him after
> the meeting. Or it seemed that way. (I'm sure Mark can clarify.)

You misconstrued the context of my response, and you are currently misconstruing the context of your bringing it up Thursday night.

Furthermore, I don't take kindly to barratry. Either say what you mean, or stop.

I will be ignoring future communication from you on this issue. I feel you've needlessly and unnecessarily (and intentionally?) re-opened a matter that was thought amicably closed Thursday night.





Date: Sat, 5 Feb 2005 00:43:29 -0800
From: Rick Moen <rick@linuxmafia.com>
To: [fellow BayLISA Board members]
Subject: Re: Board meeting by telephone
User-Agent: Mutt/1.5.6+20040907i

Quoting Mark [L.]:

> You misconstrued the context of my response, and you are currently
> misconstruing the context of your bringing it up Thursday night.

Well, I did my level best to recount exactly what you said and how you said it, but I never claimed to be perfect at that. I'm honestly sorry if you consider the results inaccurate, and can only suggest that you take up my suggestion that you clarify what if anything you want.

> Furthermore, I don't take kindly to barratry. Either say what you mean,
> or stop.

Huh? I made no threat of litigation toward you or anyone else. I offered to pay for, and arrange, a telephone conference call, and warned of what I consider a legal risk that may be posed by thus far unidentified persons (plural) whom you say you wish BayLISA to formally censure. Do you wish me to set up that conference call, or not?

That request that I "say what I mean" is quite puzzling: I hardly ever do anything but, Mark: In fact, I'm a notoriously straightforward kind of guy, and could swear that I was really, really clear in my preceding e-mail.





Date: Sat, 5 Feb 2005 00:36:59 -0800
From: Mark [L.]
To: [fellow BayLISA Board members, <blw@baylisa.org>]
User-Agent: Mutt/1.4.1i
Subject: Resignation

In fact, consider this my resignation from the Board.

I will not sit idly by while someone takes a productive organization and actively attempts to destroy it through cheap political games.

I ran for the position to make a difference, not spin my wheels for the sake of someone else's power trip.

Enjoy the Board, Rick. It's what you'll make of it.






From: Deirdre Saoirse Moen <deirdre@deirdre.net>
Date: Sat, 5 Feb 2005 01:00:13 -0800
To: [fellow BayLISA Board members, plus Mark L.]
Subject: Re: Resignation

On Feb 5, 2005, at 12:36 AM, Mark [L.] wrote:

> In fact, consider this my resignation from the Board.
>
> I will not sit idly by while someone takes a productive organization
> and actively attempts to destroy it through cheap political games.
>
> I ran for the position to make a difference, not spin my wheels for
> the sake of someone else's power trip.
>
> Enjoy the Board, Rick. It's what you'll make of it.

Huh?

1) I don't see any cheap political games from anyone. Are you sure we attended the same meeting?

2) I don't see anyone on a power trip.

3) Frankly, given the message immediately preceding, I was discussing with Rick whether I would resign (again).

4) I didn't see any barratry. I saw Rick speaking in the theoretical, not the personal. Rick's never sued anyone in his life, nor has he even threatened to sue anyone. In fact, his family was nearly destroyed by lengthy litigation when his father was killed by a defective airplane. If there was anyone less likely to try to be involved in a suit, I don't know who that would possibly be. Rather, what I saw was someone pointing out downside risk, which, imho, is a very sysadminly thing to do.





From: Deirdre Saiorse Moen <deirdre@deirdre.net>
Date: Sat, 5 Feb 2005 17:06:32 -0800
To: <blw@baylisa.org>, <baylisa@baylisa.org>
X-Mailer: Apple Mail (2.619)
Subject: BayLISA Board Follies

These are the facts, as I see 'em, of stuff that's happened since the Board's last meeting on Thursday.

Mark [L.], until recently a Board member of BayLISA, wanted to hold an email "Board meeting" about a motion to censure unspecified persons.

Rick pointed out, quite correctly, that such a meeting could not occur via email per the bylaws. He offered to set up some sort of conference call.

Mark [L.] resigned.

Jim volunteered conference call facilities for a meeting tomorrow night at 8 p.m.

Mark [L.] seconded.

I pointed out that three Board members or the president would need to call the meeting. So far, I saw one.

Jennifer said that she didn't accept Mark's resignation; regardless, Mark resigned in writing (and yes, Jennifer, there is case law on this, don't make me start spewing it). Further, she said that she was calling the meeting.

I said that there'd need to be three directors plus, if he wished to join, Mark, would be needed for a quorum. I didn't see a quorum.

Jennifer said that Elizabeth was also on the Board, which is false. No vote was called about whether or not Elizabeth should be added.

Mark withdrew his resignation.

I said that we could discuss that at the next regular meeting. (Per the bylaws, that's the correct procedure.)

Mark accused me of challenging Jennifer's authority.

If Jennifer wanted her behavior to be above reproach, she would exclude Mark from any calculations of quorum or voting, as his status is still resigned per the bylaws.






Date: Sat, 5 Feb 2005 17:20:38 -0800
From: Mark [L.]
To: <blw@baylisa.org>, <baylisa@baylisa.org>
User-Agent: Mutt/1.4.1i
Subject: Re: BayLISA Board Follies

NOTE: I apologize to everyone in advance. I'm saddened to see that childish behavior by two of your Board members has led to them including you in their childishness.

This is the outgrowth of Rick Moen being belligerent in Board meetings and in Board discussions, and his wife Dierdre, also a Board member, taking his side to the detriment of the organization.


I'm saddened and disgusted. But as your servant, you deserve to know the truth about this, rather than see one biased side.

On Sat, Feb 05, 2005 at 05:06:32PM -0800, Deirdre Saoirse Moen wrote:

> These are the facts, as I see 'em, of stuff that's happened since the
> Board's last meeting on Thursday.
>
> Mark [L.], until recently a Board member of BayLISA, wanted to hold
> an email "Board meeting" about a motion to censure unspecified persons.

Mark [L.] deplored the actions of certain members so thoroughly that he pointed out a possible action the Board would be within its right to take to demonstrate its displeasure with those Board members. You're misquoting me. But hey, the archives are public, anyone can go back and read them. Most people would interpret them correctly.

> Rick pointed out, quite correctly, that such a meeting could not occur
> via email per the bylaws. He offered to set up some sort of conference
> call.

Rick made a thinly-veiled threat to sue anyone who made a motion of censure against him. Twice.

> Mark [L.] resigned.

Due to Rick behaving like a child.

> Jim volunteered conference call facilities for a meeting tomorrow night
> at 8 p.m.
>
> Mark [L.] seconded.

Mark [L.] said he'd be there. He didn't second. Learn to read.

> I pointed out that three Board members or the president would need to
> call the meeting. So far, I saw one.

No, you pointed out that FOUR Board members INCLUDING the president would need to call the meeting. I corrected you quoting the bylaws, which read as you've just stated.

> Jennifer said that she didn't accept Mark's resignation; regardless,
> Mark resigned in writing (and yes, Jennifer, there is case law on this,
> don't make me start spewing it). Further, she said that she was calling
> the meeting.

Spew away. Until the President is removed, her interpretation stands.

> I said that there'd need to be three directors plus, if he wished to
> join, Mark, would be needed for a quorum. I didn't see a quorum.

No. A quorum is defined in the bylaws as half the sitting Board. If you are now saying I AM a Board member, than that's half of 8 (including Elizabeth), which is 4. Otherwise, it's 3. At the time, you were stating I was a Board member, but demanding quorum was four, until I once again corrected you.

And the president, according to bylaws, is allowed to call special meetings on her own.

> Jennifer said that Elizabeth was also on the Board, which is false. No
> vote was called about whether or not Elizabeth should be added.

It was noted in the minutes that the motion was made and seconded with no objections. Being the Arch, I'm rather up-to-date on this sort of thing.

> Mark withdrew his resignation.
>
> I said that we could discuss that at the next regular meeting (per the
> bylaws, that's the correct procedure).

No, the bylaws state that new members can be added at the next regular Board meeting. They say nothing to resignation withdrawl. Furthermore, since my email was not considered "in writing", as stated in the bylaws, the president didn't accept the resignation.

Too bad for you.

> Mark accused me of challenging Jennifer's authority.

Mark asked if you were challenging it. Funny how everything you or your husband Rick say is simple fact with no ill intent, and how anything anyone else says that isn't in the best interest of either of you is construed negatively any time you mention it.

> If Jennifer wanted her behavior to be above reproach, she would exclude
> Mark from any calculations of quorum or voting as his status is still
> resigned per the bylaws.

Again, too bad.

I hereby request that one topic of the special meeting be: The Board's removal of Rick and Dierdre from the Board.

--
mcl





Date: Sun, 6 Feb 2005 16:51:49 -0800
From: Rick Moen <rick@linuxmafia.com>
To: [fellow BayLISA Board members, plus Mark L. and Elizabeth Z.]
Subject: Re: Board meeting by telephone
User-Agent: Mutt/1.5.6+20040907i

Quoting Jim [H.]:

> Rick, you were out of line on the blw list the other day.

Mentioning that my vote of confidence is at risk is one of the few ways I have to indicate extreme displeasure at particular recent conduct from the head of our assembly. "blw" was the closest thing we had to a Board forum at that moment. (This is better, of course, and I thank Jennifer for suggesting it.)

> Mark quite properly took you to task for that....

Actually, he most certainly did not: I would not have dwelled on this point if you hadn't raised an accusation of "passive aggressive" behaviour further down. To refresh your memory, Mark posted a very vague threatening blw@ mail stating that he wished to hold an immediate Board meeting via e-mail on blw@, specifically to pass a "motion of censure, naming certain individuals".

He consistently declined to specify what individuals he had in mind, both on that occasion and during my attempt to reason with him after Thursday's Board meeting about why that is ill-advised and dangerous, regardless of whom he had in mind as targets, and why.

That is what we call "passive aggressive behaviour", Jim. We'll get back to that point, below.

Mark eventually got around to filling in the blanks in his hitlist yesterday evening, when he posted a public diatribe on baylisa@ and blw@ attacking me personally, making false claims about the contents of his "motion of censure" post, and falsely accusing me of making legal threats.

> Rick, if you have spent half your life in the courts for some
> reason, consider that other people haven't, and even the mention of laws
> and lawyers sounds threatening. Please be more careful with that.

It's doubly important, then, that they be warned of foolish initiatives that could land them in court. If people see "Doing this might get you sued" warnings as threats, they have a dire perception problem and really ought to fix that.


> Your brand of passive-aggressive behavior is not welcome, on the
> lists, in the meetings, or in person.

Jim, I'm just about the furthest thing from passive-aggressive that you will ever, ever, ever see. I am so well known for telling people exactly what I think (when I consider that appropriate) that many consider it a significant character defect. What I saw to your face is exactly what I say behind it, and there are no hidden meanings to the best of my ability.

So, no, wow, that's not in the ballpark, or even in the same pennant league, sorry. I'm absolutely, totally up-front.

Speaking of which: Since people may be wondering what you meant by "spent half your life in the courts" — and because I'm absolutely, totally up-front, here's what it was:


Date: Sat, 5 Feb 2005 11:04:55 -0800
From: Rick Moen <rick@linuxmafia.com>
To: Bruce [C.]
Cc: [several other Board members, including Jim H.]
Subject: Re: (forw) You still need to login to the wiki, get on blw, etc.

Quoting Bruce [C.]:

> This is a lot of stuff; I need to try to do it Sunday. Will skim some
> of the rest of my arrived late Fri. avalanche.

The most important thing is to change your LDAP password — especially since I posted it to blw@. ;->

Also, I'd really appreciate it if you could make a point of calling in, Sunday, 8 PM, to the Board conference call. I don't know for certain what that loose cannon Mark [L.] intends to do, you see. (There are currently six Board members. Each vote counts, and I think Heather's always level-headed but she's feeling under the weather and might not show up; I'm not entirely sure about Jennifer, half the time. Three directors constitute a quorum.)

For the record, Deirdre was absolutely right: Having watched the Boeing lawsuit overwhelm my family for nearly the entire 1970s, I work really hard to not be part of any litigation if I can help it — and take a very dim view of people who make frivolous threats. My point to the Board was that I don't want to have to defend any lawsuit brought by "individuals" (Mark's term — note plural) whose professional reputations Mark intends BayLISA to attack on its official record.

Board members who vote against Mark's motion, especially if recorded in a roll-call vote, would thus have an easy means of avoiding being listed as co-defendents, in the event of Mark's targets taking exception.

Thus my point.

At the end of Thursday's Board meeting, I attempted to discuss with Mark, in a low-key one-on-one manner, his vote request, which you may recall he had left hanging. He was not at all forthcoming, and among other things still wouldn't say which multiple individuals he wants BayLISA to censure — but it did sound like he wished to proceed with his motion, even after I reminded him of the missing corporate shield and the possibility of individual Board members getting sued as a result. Thus my conference call offer.

Quoting Jim [H.]:

> On this occasion, I think it would be more appropriate for someone
> else to supply the conference bridge. 1-888-693-8686 id 9962113. It
> so happens I'm flying to San Francisco tomorrow afternoon for some
> meetings next week, so I'll be in your timezone (but stuck in a hotel
> in Union Square, so even a subset meeting in person might be
> difficult). How about tomorrow night at, say, 8 p.m.? Can everyone
> join? If not, how about an hour or two earlier or later? I'd like us
> all to be there, "quorum" notwithstanding.






Date: Sun, 6 Feb 2005 16:10:23 -0800
From: Rick Moen <rick@linuxmafia.com>
To: [Fellow BayLISA Board members, plus Mark L. and Elizabeth Z.]
Subject: Re: Board meeting by telephone
User-Agent: Mutt/1.5.6+20040907i

Quoting Mark [L.]:

> Actually, as an officer (secretary), my written resignation is required.
> "written" is not defined in the bylaws, and the president has
> interpreted those bylaws to disallow an email resignation.

"Written isn't defined in the bylaws". Wow, amazing.

Your resignation was, past question, written. (For Jennifer's discretion to encompass redefining the term "written" so as to retroactively un-do impulsive actions like yours, she'd need to be a monarch, not just a Board president.) Accordingly, you are currently off the Board per your own action. However, I'm sure we'll all be glad to reappoint you at the next regular Board meeting.

> Furthermore, the minutes indicate that Elizabeth was proposed as a new
> Board member with no objections.

Fudging the minutes, are you?

There was no vote. The bylaws (Article III, Section 1) provide that we of the Board can elect new members to fill vacancies, by voting at any regular Board meeting to do so. What we did was discuss, with particular pleasure all around, the news that Elizabeth had indicated that she will soon want to be back on the Board. And I'm sure that when the time comes, we'll be glad to vote to appoint her. (I certainly will.)

But the Board has not thus far voted; therefore, no vacancy was filled.





[RM comments: The special Board meeting duly occurred with all six Board members plus Elizabeth Z. The Board voted, five to zero with one abstension, to disallow any and all motions of censure against any person, at minimum until our corporate status is no longer in suspension.

Matters that seemed generally agreed to:
- Mark L. has indeed resigned the Board.
- Elizabeth Z. has not (yet) joined the Board.
- Vacancies cannot be filled at special Board meetings, and such actions can occur only through a majority vote during a regular Board meeting.]