APBA Bod Who's in charge?
05-10-2003, 02:23 PM
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APBA Bod Who's in charge?
This was written in an email to me from Mike A..
As for arbitration, the reason why we do not agree to the "demand" is because we are NOT in breach of the License and with APBA and Strang, Hearn, Fitts and the others are NOT APBA and thus have no standing or authority to
demand anything. Pursuant to SEA-TAC the legal Board in our opinion is me, Jones, Jacobsen, Seebold, Garbrecht and Sandstrom and they do not contend we are in breach.
This is my question as Mike A. will not give a strait answer.
Can anyone on this newsgroup please tell how anyone of these names mentioned got on this version of the ABPA BOD even under SEA-TAC. Also with no mention of Charlie Strang who is the only person mentioned by name in the PLAN. As Mr. Seebold resigned his post on the board in Nov, 2002 BOD meeting in IL.
how is it that he is still on the BOD as MA claims. Also pursuant to SEA-TAC the performance board will elect a person to be President of APBA which they did and Steve Hearn is that person. Under SEA-TAC "The BOD also will have a single Chairman (Chairman of the Board). The Chairman shall be the exclusive
authorized signatory on any contract that binds, obligates or otherwise makes liable APBA. The initial Chairman will be Charles Strang who will serve a term of 2yrs." This is directly out of the written plan that Mike A holds so dear. So with this power Mr. Strang does have the power to ask for binding arbitration which has been asked for and has been refused by the LLC.
I am asking these questions here because I am trying to understand why personal Lawsuits have been filed against some of these individuals by people that suposedly represent APBA. I know who is represents APBA Offshore LLC. My point is the only people on Mikes version of the board that actually are on the board under either plan is himself and Gary G. The other named individuals have no authority under any plan. I think alot of time is being wasted when the contract as I have seen it states specificly that all disputes between both parties will be settled by an arbitrator. Not lawsuits to make people have to defend themselves at their own cost. If you don't want to address your views on this public forum please feel free to email me or pm me.
If you wish to speak over the phone please request in private only. I have done alot of research on this subject so that I don't report any miss information if you have some Info to show if I'm wrong please do so.
Everything that I have said I can offer written proof of. If anyone wants to have a copy of the contract please email me and I will tell you how you can get a copy for yourself.
Please believe me that I am only doing this so that every person that is a member of APBA not just offshore gets as much information on this subject before they go blaming anyone for what is happening to the organization as a whole. I don't believe this is an issue of APBA Vs Offshore category, it is however APBA Vs. Offshore LLC and should be handled in the manner in which the contract sets forth.
Please allow me to wish all of you that plan to race at any event this year a safe and successful year.
That you for your time and input
Matthew Barrett
As for arbitration, the reason why we do not agree to the "demand" is because we are NOT in breach of the License and with APBA and Strang, Hearn, Fitts and the others are NOT APBA and thus have no standing or authority to
demand anything. Pursuant to SEA-TAC the legal Board in our opinion is me, Jones, Jacobsen, Seebold, Garbrecht and Sandstrom and they do not contend we are in breach.
This is my question as Mike A. will not give a strait answer.
Can anyone on this newsgroup please tell how anyone of these names mentioned got on this version of the ABPA BOD even under SEA-TAC. Also with no mention of Charlie Strang who is the only person mentioned by name in the PLAN. As Mr. Seebold resigned his post on the board in Nov, 2002 BOD meeting in IL.
how is it that he is still on the BOD as MA claims. Also pursuant to SEA-TAC the performance board will elect a person to be President of APBA which they did and Steve Hearn is that person. Under SEA-TAC "The BOD also will have a single Chairman (Chairman of the Board). The Chairman shall be the exclusive
authorized signatory on any contract that binds, obligates or otherwise makes liable APBA. The initial Chairman will be Charles Strang who will serve a term of 2yrs." This is directly out of the written plan that Mike A holds so dear. So with this power Mr. Strang does have the power to ask for binding arbitration which has been asked for and has been refused by the LLC.
I am asking these questions here because I am trying to understand why personal Lawsuits have been filed against some of these individuals by people that suposedly represent APBA. I know who is represents APBA Offshore LLC. My point is the only people on Mikes version of the board that actually are on the board under either plan is himself and Gary G. The other named individuals have no authority under any plan. I think alot of time is being wasted when the contract as I have seen it states specificly that all disputes between both parties will be settled by an arbitrator. Not lawsuits to make people have to defend themselves at their own cost. If you don't want to address your views on this public forum please feel free to email me or pm me.
If you wish to speak over the phone please request in private only. I have done alot of research on this subject so that I don't report any miss information if you have some Info to show if I'm wrong please do so.
Everything that I have said I can offer written proof of. If anyone wants to have a copy of the contract please email me and I will tell you how you can get a copy for yourself.
Please believe me that I am only doing this so that every person that is a member of APBA not just offshore gets as much information on this subject before they go blaming anyone for what is happening to the organization as a whole. I don't believe this is an issue of APBA Vs Offshore category, it is however APBA Vs. Offshore LLC and should be handled in the manner in which the contract sets forth.
Please allow me to wish all of you that plan to race at any event this year a safe and successful year.
That you for your time and input
Matthew Barrett
Last edited by Grin&Barrett; 05-10-2003 at 05:58 PM.
05-10-2003, 08:22 PM
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I have received several requests for the contract, I now have it available by email. It is about a 1.59mb file so if anyone would like it please email me.
Matthew
Matthew
05-11-2003, 11:05 PM
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SEA-TAC was never finished.
SEA-TAC was a "PLAN" that was voted on and passed on Aug 8, 2002 APBA BOD meeting in Seattle, WA. The plan states "The current APBA BOD has approved a restructuring of the APBA Organization as set forth below and will amend the By-laws accordingly to both allow and guarantee the implimentaion of the Plan without any change or modification being implemented by the BOD or membersor any other mechanism."
This was just the plan that was approved as you can read above a change in the By-laws of APBA would be required for this plan to be able to be fully implimented. If you read the minutes of the SEA-TAC meeting paragraph 5: "Douglas Bernstein gave a short legal report. The President (Mike Jones) stated that the By-laws would be brought into alignment with the operating rules of the association and corporate law following this meeting. It was stated that this is a properly called meeting of the APBA BOD."
The problem is there were no changes ever made to the bylaws to complete the implimentaion of the plan. Who ever was in charge of doing so did not do his job. So that means everthing that happened at detroit happened under the only official set of By-laws at the time. A new written set of By-laws were presented to the APBA BOD and were approved as the power to change the By-Laws without membership vote was given away by the membership in a prior years vote. If the new By-Laws for the SEA-TAC plan had been written and brought before the BOD for approval as the President was supposed to as was stated above SEA-TAC would be in place now. Because it wasn't finished by Detroit meetings we have what is in place now.
This was just the plan that was approved as you can read above a change in the By-laws of APBA would be required for this plan to be able to be fully implimented. If you read the minutes of the SEA-TAC meeting paragraph 5: "Douglas Bernstein gave a short legal report. The President (Mike Jones) stated that the By-laws would be brought into alignment with the operating rules of the association and corporate law following this meeting. It was stated that this is a properly called meeting of the APBA BOD."
The problem is there were no changes ever made to the bylaws to complete the implimentaion of the plan. Who ever was in charge of doing so did not do his job. So that means everthing that happened at detroit happened under the only official set of By-laws at the time. A new written set of By-laws were presented to the APBA BOD and were approved as the power to change the By-Laws without membership vote was given away by the membership in a prior years vote. If the new By-Laws for the SEA-TAC plan had been written and brought before the BOD for approval as the President was supposed to as was stated above SEA-TAC would be in place now. Because it wasn't finished by Detroit meetings we have what is in place now.
Last edited by Grin&Barrett; 05-11-2003 at 11:07 PM.
05-12-2003, 03:44 PM
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Originally posted by Grin&Barrett
T2x,
Did that answer your question or do you have a different take on this.
Grin
T2x,
Did that answer your question or do you have a different take on this.
Grin
If I'm reading you correctly.... The SEA TAC initiative has been nullified by inaction...and therefore APBA Detroit is on the right side of this argument. However, is the LLC hanging its hat on SEA TAC as it was intended to be?....and what has that got to do with non payment of monies owed? It seems that the LLC is saying that it has the right (through some BOD voting mechanism) to waive the fees it owes to Detroit.........
If this is so (and I'm in a weird place here) than the LLC has the right to determine its own financial liability......... That seems like a cut and dried case of conflict of interest...... and a true loss of rightfully owed income to the overall APBA membership.
If APBA participated in the tactic of PERMANENTLY relinquishing control of the "for profit" divisions either knowingly, or unknowingly.....then, I'm afraid, that a major mistake was made by a 100 year old organization........ and a clever ruse was almost perpetrated.
The issue at hand still seems to be..........where's the money? Regardless of claims or counter charges....there is/was a cost associated with the use of the APBA name........ and nothing, apparently, has been paid. Had a partial payment been made or some good faith effort, escrow, etc been presented... then .....perhaps...... a case for the LLC might hold water.
Bottom line....... Is this a contest about principles........ or an attempt to cover up a lack of funds?
T2x
05-12-2003, 04:31 PM
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First let me address the issue of sides I am on the side of the racers everything that I have said or will say is my opinion and if I am wrong in what I say please address that issue either here or through private means I am not trying to pit Non Offshore racers against Offshore racers I am only attempting to bring all aspects of this argument out to everyone concerned.
With that said T2x your first comment about SEA-TAC I believe is correct.
Your first question "Is the LLC hanging its hat on SEA TAC as it was intended to be?" This is true I believe in some sence, but as you can see in my first post the LLC's version of SEA-TAC BOD doesn't match anyone elses.
What has that got to do with non payment of monies owed? Nothing as far as I can tell .
If this is so (and I'm in a weird place here) than the LLC has the right to determine its own financial liability......... That seems like a cut and dried case of conflict of interest...... and a true loss of rightfully owed income to the overall APBA membership.
This I am unsure of what you mean.
If APBA participated in the tactic of PERMANENTLY relinquishing control of the "for profit" divisions either knowingly, or unknowingly.....then, I'm afraid, that a major mistake was made by a 100 year old organization........ and a clever ruse was almost perpetrated. This I believe is what the SEA-TAC plan attemted to do and so you can see why the membership did what it did.
The issue at hand still seems to be..........where's the money? Regardless of claims or counter charges....there is/was a cost associated with the use of the APBA name........ and nothing, apparently, has been paid. Had a partial payment been made or some good faith effort, escrow, etc been presented... then .....perhaps...... a case for the LLC might hold water.
Something was paid but not everyting that was required. It is my understanding that there were monies owed from the 2002 season to APBA from the LLC and that there was monies owed back to the LLC from APBA once all contractual obligations were met for that fiscal year. Then I believe applications and money was taken at the 2002 Offshore worlds for APBA memberships, the applications were sent and received by Detroit but no money for those memberships was ever received from the LLC.
Bottom line....... Is this a contest about principles........ or an attempt to cover up a lack of funds?
That is the question I think we would all like to see answered.
Grin
With that said T2x your first comment about SEA-TAC I believe is correct.
Your first question "Is the LLC hanging its hat on SEA TAC as it was intended to be?" This is true I believe in some sence, but as you can see in my first post the LLC's version of SEA-TAC BOD doesn't match anyone elses.
What has that got to do with non payment of monies owed? Nothing as far as I can tell .
If this is so (and I'm in a weird place here) than the LLC has the right to determine its own financial liability......... That seems like a cut and dried case of conflict of interest...... and a true loss of rightfully owed income to the overall APBA membership.
This I am unsure of what you mean.
If APBA participated in the tactic of PERMANENTLY relinquishing control of the "for profit" divisions either knowingly, or unknowingly.....then, I'm afraid, that a major mistake was made by a 100 year old organization........ and a clever ruse was almost perpetrated. This I believe is what the SEA-TAC plan attemted to do and so you can see why the membership did what it did.
The issue at hand still seems to be..........where's the money? Regardless of claims or counter charges....there is/was a cost associated with the use of the APBA name........ and nothing, apparently, has been paid. Had a partial payment been made or some good faith effort, escrow, etc been presented... then .....perhaps...... a case for the LLC might hold water.
Something was paid but not everyting that was required. It is my understanding that there were monies owed from the 2002 season to APBA from the LLC and that there was monies owed back to the LLC from APBA once all contractual obligations were met for that fiscal year. Then I believe applications and money was taken at the 2002 Offshore worlds for APBA memberships, the applications were sent and received by Detroit but no money for those memberships was ever received from the LLC.
Bottom line....... Is this a contest about principles........ or an attempt to cover up a lack of funds?
That is the question I think we would all like to see answered.
Grin
05-12-2003, 04:35 PM
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Originally posted by Grin&Barrett
If this is so (and I'm in a weird place here) than the LLC has the right to determine its own financial liability......... That seems like a cut and dried case of conflict of interest...... and a true loss of rightfully owed income to the overall APBA membership.
This I am unsure of what you mean.
Grin
If this is so (and I'm in a weird place here) than the LLC has the right to determine its own financial liability......... That seems like a cut and dried case of conflict of interest...... and a true loss of rightfully owed income to the overall APBA membership.
This I am unsure of what you mean.
Grin
Ipso facto........ conflict of interest.
T2x
05-12-2003, 04:38 PM
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Originally posted by Grin&Barrett
Something was paid but not everyting that was required.
[Grin
Something was paid but not everyting that was required.
[Grin
What is the actual amount?
Thanks,
T2x.............
Last edited by T2x; 05-12-2003 at 04:42 PM.
05-12-2003, 04:48 PM
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This seems fairly simple. This is not about a contract between APBA and Offshore, LLC. It is about a restructuring plan (SEA TEC) that the BOD voted to approve. The plan would become effective when the bylaws were officially amended. It appears that the bylaws were never amended. It is common for a corporate board to approve things that never happen (ex: merger/acquisition). I would not say it became "nullified due to inaction"....there was nothing to nullify as it never became effective....the "action" was never completed.
I don't know the details and am only responding to the framework described above which seems clear. This does not appear to be about a contract between two parties that required BOD approval to become effective. On the surface, it looks like it's about a board that approved something that didn't get followed through on. If the spirit and intent of the BOD was to follow through and that didn't happen then someone may have been derelict in their duty.
A view from the bleechers.....
I don't know the details and am only responding to the framework described above which seems clear. This does not appear to be about a contract between two parties that required BOD approval to become effective. On the surface, it looks like it's about a board that approved something that didn't get followed through on. If the spirit and intent of the BOD was to follow through and that didn't happen then someone may have been derelict in their duty.
A view from the bleechers.....
