DEMA response to petition

[cerich]

TO: Whom It May Concern

FROM: Tom Ingram, Executive Director, Diving Equipment and Marketing Association

DATE: Sunday, October 25, 2009

RE: DEMA BYLAWS AMENDMENT ENACTED 2008

Over the course of the last few days there have been some on-line forum discussions, emails and other forms of communication regarding the DEMA Bylaws Amendment adopted by the DEMA Membership in October, 2008.

Unfortunately, much of this information is false; this is creating confusion in the diving industry. In particular, the following claims being circulated are erroneous:

Claim:
"Re: TERM LIMITS-This needs to be presented to the membership again with full disclosure as to the pros and cons. This was not done."

FACT:
The pros, cons and a full disclosure of the rationale for the proposed Bylaws Amendment were presented to the DEMA membership on THREE (3) different occasions: July 9, 2008, July 16, 2008 and July 23, 2008. See the link here:

http://www.dema.org/associations/1017/files/E-mailBlast223913.pdf

Claim:
"... recent decisions made by DEMA's Board of Directors (are) contrary to the stated wishes of the membership."

FACT:
In addition to soliciting commentary from the DEMA membership, DEMA conducted a special election to conclusively determine the wishes of the membership. The Bylaws Amendment was duly passed by a vote of the DEMA membership, following the procedure outlined in the DEMA Bylaws and CA Corp. Code §5034. The outcome of the election was determined by a third party administrator, and reviewed by DEMA's counsel. To access the October, 2008: Bylaws Special Election Results: DEMA.

Claim:
A change in the DEMA voting system to one-company, one-vote would have resulted in a different outcome for the Bylaws Amendment balloting.

FACT:
Although not required for the balloting tally, it may serve to know that 235 companies voted in the following manner:
In favor of the amendment: 125 companies
Not in favor of the amendment: 110 companies

Claim:
Insufficient notification was provided to the DEMA membership to properly vote on the Bylaws Amendment

FACT:
The ballot measure was provided to the DEMA membership via email and hard copy postal notification on FIVE (5) different occasions for a period of 30 days, exceeding the Bylaws notification requirement of 20 days. In addition, notification was also posted on the DEMA website during the entire 30-day duration of the election.

Claim:
A meeting was requested of DEMA to discuss dissatisfaction with the Amendment and DEMA refused.

FACT:
A letter was received from one of the petition-signers claiming to represent 'certain clients' and demanding a meeting with the Board. Such a meeting was agreed to by the Board, and was scheduled as a formal Member Meeting/Board Listening Session, open to all DEMA members. DEMA's attorney also responded to the member requesting such a meeting indicating the time and place of the meeting. The membership was notified on October 6, 2008 by email and post regarding all four meetings, including the Board Listening Session conducted by DEMA during or before DEMA Show. A copy of the member notification may be seen here:

DEMA

Bylaws Admendment Process:
To access a recitation of the Bylaws Amendment process, including the pertinent documents for this instance, as well as a review of the member vote regarding the Bylaws Amendment click on the link below. This should serve to clarify and substantiate the stated wishes of the membership as well as the steps taken by the DEMA Board of Directors.

http://dema.org/associations/1017/files/2009-10-25-BylawsAmendmentProcessOutline-Final3.pdf

 

[Jim Lapenta]

I received this as well today and read what I could. At least til my brain started rebelling. Their responses and reasons for doing what they did do not excuse the fact that DEMA in it's present form is not helping the industry as a whole. How many dues paying members have truly benefited by their membership in the last 5 years, 10 years? What has DEMA done that has brought divers into your shops, to instructors (including independent ones!), and what have they done to promote the interests of the little or new manufacturer? And when was the last time a NAUI, SSI, or SDI head honcho sat on the board in place of PADI? In fact it should be in the bylaws that no one company can sit on the DEMA board for more than one term. It is a shame that they have taken this long to respond to changes that the membership has been calling for. I admit I was not a DEMA member and "did not get the memo's". But as stated before had I gotten them and wished to respond would they have even listened? Methinks not.

 

[MANTA III]

And when was the last time a NAUI, SSI, or SDI head honcho sat on the board in place of PADI? In fact it should be in the bylaws that no one company can sit on the DEMA board for more than one term.

If I remember right, Bob Clark was on the board for SSI in 2004....And interestingly enough, it was the Board of Directors back then that, without asking the membership at all, changed the bylaws that enable a company to run consecutively each year... Thus enabling the way for Ed Christini to run right after Bob Clark for SSI, Debbie Edward to replace Dane Farnum for Scuba Diving Magazine, and Dan Emke took advantage to continue on Bob Hollis's reign on the DEMA board.

From what I understand, that is what the vote last year was to clear up, legally. What is the member? A person, or company? Would all of this be bringing itself to a head if it was a member or SSI, NAUI or SDI? Again, it seems like sour grapes that it is PADI.

How come no one ever brings the bylaws change 5-6 years ago crap up? At least the board of directors openly put it out the DEMA members to vote on. Whether your brain Jim starts rebelling or not, at least they put it to the membership to vote on and didn't make a decison under closed doors like a few of the "old" school boys use to do...

 

[cerich]

If I remember right, Bob Clark was on the board for SSI in 2004....And interestingly enough, it was the Board of Directors back then that, without asking the membership at all, changed the bylaws that enable a company to run consecutively each year... Thus enabling the way for Ed Christini to run right after Bob Clark for SSI, Debbie Edward to replace Dane Farnum for Scuba Diving Magazine, and Dan Emke took advantage to continue on Bob Hollis's reign on the DEMA board.

From what I understand, that is what the vote last year was to clear up, legally. What is the member? A person, or company? Would all of this be bringing itself to a head if it was a member or SSI, NAUI or SDI? Again, it seems like sour grapes that it is PADI.

How come no one ever brings the bylaws change 5-6 years ago crap up? At least the board of directors openly put it out the DEMA members to vote on. Whether your brain Jim starts rebelling or not, at least they put it to the membership to vote on and didn't make a decision under closed doors like a few of the "old" school boys use to do...

manta, appreciate you coming in and expressing an alternate view to the majority on here! You obviously are in the industry, could you expand a little on where you are coming from?

Oh, by the way, I felt and still feel that was BS then as well. The problem seems to be incremental, each year a "small " thing passes and soon it is complete and utter crap and the good of the industry as a whole is secondary or worse to the good of the club.

 

[MANTA III]

could you expand a little on where you are coming from?

Just an old enlisted guy, trying to teach folks to blow bubbles and have some fun at this. I feel like Al Pacino... "I have been around, you know..." What I really cannot stand, is people bitching, whining, stomping their feet when they can't get their way!

I have always seen a struggle with an industry association that at times, with 5 different segments, seem to be pulling away from each other year after year. Everyone has an opinion... I read where someone wrote about the hay days in the early years where Jacque Cousteau and Sea Hunt was on... and why DEMA cannot work with something like that... How many channels did you have on your TV when Jacque Cousteau was on??? I had 4! 3 that came in good and one you had to have grandma hold the aluminum foil on the antaenna to get the snow out of the reception.

I see a lot of problems with an industry association that its fore fathers decided to fund the association by the means of an industry trade show, which at the time was necessary, needed, everyone participated and the association thrived.

I don't have any money in my pockets by the time I go to DEMA anymore... Manufactures have picked my pockets clean before I get there... so, I am not there to buy, but for some comraderie and a seminar or two to brush up on a few things..

I would speculate that most retailers are in the same position... Thus low attendance, thus manufactures not wanting to go to the show, thus a spiraling concept, that we are expecting the association (which again is funded by the show) to pick up and spend all kinds of money to put back together...

Down here, (well, everywhere, I would imagine in the states) the boating and fishing foundation (their DEMA) gets money from every piece of fishing gear sold, plus fuel when I go to the marina. Now that industry has some money to work with...

I'm really not sure what the "master plan" of Dick Long's is or if he and the rest of the folks signing that petition have one... Ships to Reefs is not going to save the industry...

My thoughts, only we can, as a whole... Quit the damn back biting, shake hands, work together and get the damn job done as a team... if anyone was ever in the military would know, that is the only way we got things done! As a team!

Does that sum up who I am? Hope so... tired of writing!:coolingoff:

 

[JaneDiver]

Ahoy, divers! While I am new to this forum, I am not new to the dive industry and the prevailing problems that have become systemic.

I am "Jane Diver." I am a dive pro and have extensively volunteered my time to organizations within the industry. It has been said that I am one of those few people within the industry who has a good understanding and some first hand knowledge of the kinds of things that can happen when an organization, in this case DEMA, gets off track and when people in power positions become out of control; how good and sincere individuals and businesses get hurt as a result.

Just so you get a idea where I come from, I gladly signed the petition being circulated. Why?

When a Board of Directors changes bylaws to extend terms indefinitely, the membership and the community in which the membership serves suffer. That means Joe Diver, Jane Diver, and everyone in between including our smaller companies, of which we, as am industry, cannot afford to lose. Otherwise, the only ones who benefit in these cases are the board members and perhaps their friends who will go along with them in hopes that a bit of that out of control of power will benefit them in one way or another. This is how corruption begins. It's about self-interest, greed, and thirst for power, and this has got to stop.

In one organization, Our World Underwater, (I might as well mention it because it is common knowledge anyway) matters changed for the good but it took eight years of dealing with it and it was not easy. One by one directors had to be replaced with good people who are not spineless and who are willing to stand up for what's right be voted in. I firmly believe that not everyone on the DEMA Board is a bad person. I personally know them. Our industry should not be lead by any persons, nor by any means that leads to or includes corruption. That is why it is important to stand up.

Once upon a time, in an ocean not far away, I stood up. As a result, I was slandered and hated by a mere few but appreciated by many for my service in volunteerism for doing the right thing.

I applaud everyone on this forum and in this industry who dares to ask questions. This is good! It is very good that these issues are being discussed and that matters become out in the open. We have to have transparency in organizations. There must be accountability. There must be fairness. And until and unless people become aware that all is not well, a ship cannot be righted. I speak from experience.

 

[cerich]

Ahoy, divers! While I am new to this forum, I am not new to the dive industry and the prevailing problems that have become systemic.

I am "Jane Diver." I am a dive pro and have extensively volunteered my time to organizations within the industry. It has been said that I am one of those few people within the industry who has a good understanding and some first hand knowledge of the kinds of things that can happen when an organization, in this case DEMA, gets off track and when people in power positions become out of control; how good and sincere individuals and businesses get hurt as a result.

Just so you get a idea where I come from, I gladly signed the petition being circulated. Why?

When a Board of Directors changes bylaws to extend terms indefinitely, the membership and the community in which the membership serves suffer. That means Joe Diver, Jane Diver, and everyone in between including our smaller companies, of which we, as am industry, cannot afford to lose. Otherwise, the only ones who benefit in these cases are the board members and perhaps their friends who will go along with them in hopes that a bit of that out of control of power will benefit them in one way or another. This is how corruption begins. It's about self-interest, greed, and thirst for power, and this has got to stop.

In one organization, Our World Underwater, (I might as well mention it because it is common knowledge anyway) matters changed for the good but it took eight years of dealing with it and it was not easy. One by one directors had to be replaced with good people who are not spineless and who are willing to stand up for what's right be voted in. I firmly believe that not everyone on the DEMA Board is a bad person. I personally know them. Our industry should not be lead by any persons, nor by any means that leads to or includes corruption. That is why it is important to stand up.

Once upon a time, in an ocean not far away, I stood up. As a result, I was slandered and hated by a mere few but appreciated by many for my service in volunteerism for doing the right thing.

I applaud everyone on this forum and in this industry who dares to ask questions. This is good! It is very good that these issues are being discussed and that matters become out in the open. We have to have transparency in organizations. There must be accountability. There must be fairness. And until and unless people become aware that all is not well, a ship cannot be righted. I speak from experience.

I'll take your comments at face value and say that to me the fact you are uncomfortable with using your name speaks volumes about the industry.

The environment of FEAR MUST STOP!

 

[JaneDiver]

I'll take your comments at face value and say that to me the fact you are uncomfortable with using your name speaks volumes about the industry.

The environment of FEAR MUST STOP!

Thank you for noticing! I don't want to get sued for telling the truth. There are bullies out there in our industry and they can be vicious. These bullies elevated themselves into positions then use their positions for absolutely no good reason.

The reason why I am afraid to reveal my identity (at this point in time) is because I was actually sued by the wrongdoers. I won, they lost. However, my credibility was attacked and some would rather believe the "head honchos" for political reasons, for self-interest. Reputation matters and I was horribly slandered by the very wrongdoers on a certain Board of Directors who got caught red-handed. The bad directors tried to discredit me (and a couple others) after those directors were exposed. Needless to say, This has severely damaged my career. And being sued takes a lot out of you.

The wrongful activity that was exposed included changing bylaws behind people's backs so that the membership no longer had a say in Board decisions, overstaying term limits, and complete lack of accountability. Transparency? Try zero vis. An attempt to report to new Directors, those reports were sanitized by the bad people so that others could not discover the truth.

The bad guys tried to say that I was slandering them and tried to get an injunction against me. They sued me for slander in an attempt to have me barred from all diving events. (DEMA, etc.) It was done entirely out of malice. I was denigrated to corporate heads, leaders in our industry. I was also thanked by folks who've been around the block and who also know the truth. I was thanked profusely. What a few of us were trying to do was right an organization that got taken off course. Because I was in the position to provide evidence, I got shot down but the evidence speaks for itself.

One day I would really like to be able to tell the true story just to set the record straight. Several very credible people got hurt by what happened. This attitude of covering up bad deeds has permeated the industry so I am thankful these issues are coming to the surface. I promised myself I would never turn in my fins and never give up hope because I love diving and I love our oceans. I also love the many wonderful people I have met in our industry who have taught me well.

"Jane Diver"

 

[JaneDiver]

I forgot to mention... At a certain point, I was told that Tom Ingram gave his full support of a certain person's actions against me. When I tried to find out if this was true, all I got was his assistant who said he knew anything about it.

 

[mdb]

JaneDiver:

Thank you for coming on this long overdue discussion.

I was at a meeting at PADI HQ some 12 yrs. ago, sitting next to John Cronin, while discussing the problems at DEMA.

We all ended up signing a petition calling for change at DEMA. The "change" we got was the opposite of my expectations.

I'm sure you know the many DEMA incidents that prompted this move for reform.

Thank you for stepping up. I hope this change can come about without all the dirty laundry flying.

We just want what is good for diving. It can happen. I've been waiting awhile. I have not given up hope.