[FONT="]Dear Pete:[/FONT]
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[FONT="]I would appreciate very much if you could post this memo on Scuba Board within the discussion about DEMA , the Bylaws Amendment from 2008, and the petition currently being circulated.[/FONT]
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[FONT="]Thanks very much for your help.[/FONT]
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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:
http://www.dema.org/displaycommon.cfm?an=1&subarticlenbr=59.
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:
http://dema.org/displaycommon.cfm?an=1&subarticlenbr=521
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.
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http://dema.org/associations/1017/files/2009-10-25-BylawsAmendmentProcessOutline-Final3.pdf