Article: AILA Members: Guarantee Yourself The Right To Vote




Please help us guarantee your right to vote on future Bylaw amendments by returning the attached “98% Proxy Form” with the designation

"YES" on Amendment #6

by 18 June (email) or 17 June (fax).


Dear Colleagues,

Proposed Bylaw Amendment #6 will anchor in AILA's Bylaws and guarantee your right to vote on future Bylaw amendments by email or other electronic means. This applies to the 98% of Members who do not attend the Annual Meeting (or quarterly meetings of the Board of Governors (BOG) in places like the Caymans or Costa Rica). Chances are, THIS MEANS YOU. If you don’t grab the opportunity to nail this down, it may not come around again.

Please use the attached "98% Proxy Form"

140609 AILA 98% Proxy Form & Instructions.pdf

to vote YES on Amendment #6 and return it to me, Michael Owens, as your proxy holder to deliver your vote at the Annual meeting in Boston on 19 June.

The background of how we got to where we are today on Amendment #6 is too long and convoluted to repeat or even summarize here. But for an explanation of Amendment #6 and what it does, please take a look at the attached file:

140526 Ten FAQ's re Amendment #6.pdf

See also, the attached file:

140526 Response to AILA ExCom Criticism of Amendment #6.pdf

The instructions that accompany the 98% Proxy Form contain references to other, more detailed sources of information about the amendments and the voting process.

Today (9 June) is the deadline for submitting AILA’s proffered proxy form.
However, you can still use the 98% Proxy Form for another week. But there are other, even more important reasons to use this proxy form instead of AILA’s. If you’re not convinced, read on.

AILA's Executive Committee (ExCom), the six current national officers, opposes Amendment #6. It prefers that bylaw decisions to be made at live meetings with only the votes of those 200-300 Members normally present, and where national leadership (of up to 90 members) predominates. Why? Well, as AILA Vice President and ExCom member William Stock put it succinctly in a recent post on the Message Center:

Mike Owens' proposed bylaw amendment, which has been discussed as if all it did was provide for electronically collecting proxies outside of the Annual Meeting to allow members not present to vote on proposed bylaws (or any other matters properly before the Annual Meeting). In fact, it’s much worse than that.

Members actually voting on things! How much worse can it get, in Mr. Stock’s opinion?

For this vote, which due to a unique confluence of factors AILA is unable to avoid, AILA leadership refuses to allow you to vote on Amendment #6 using VoteNet. That’s the online voting system AILA uses for voting with a mouse click for officers and directors. Instead, AILA requires us to combine 21st century internet with the 19th century in order to vote using a paper proxy printed from the form AILA sent to you and that you sent to AILA (or, alternatively, the 98% Proxy Form), hand counted by eight election judges at a live meeting. WHY? The only thing this absurd procedure can possibly achieve is to make it harder for non-attendees to vote — and to depress their rate of participation.

I'll let you write the substance . . . and you let me write the procedure, and I'll screw you every time.

Democratic Congressman John Dingell of Michigan, 1983.

In AILA’s proxy, you are asked to appoint AILA President Doug Stump as proxy holder to vote the selections you make YES or NO on Amendments #1 through #6 at the Annual meeting. He is legally required to cast your six votes as you designate them. But there's more to it. As you’ll see below, the AILA proxy form appears designed to fail.


Instead, you should use the attached alternative "98% Proxy Form", the proxy that is designed to make sure that Amendment #6 is approved.


There are several flaws in AILA's proxy form, but the most glaring is that it does not give the proxy holder (Doug Stump) the discretionary authority to vote on crucial procedural motions that must be passed (or defeated) in order to bring the Amendment proposals forward for a vote on the merits. Without this discretionary voting power, it is possible that AILA leadership, together with their allies at the meeting, will be able to use procedural motions to block a substantive vote on the Amendments. In short, your proxy vote for Amendment #6 (and the other five) may never be exercised by Doug Stump because a substantive vote on them may never be taken. Why did AILA draft its proxy form in a way that increases the likelihood that your six substantive votes will never be cast? Why, when people complained, didn’t AILA provide a correct replacement proxy form? Ask AILA. So far, it has not answered this question when asked by others.

The 98% Proxy Form attached to this email contains the same options to designate a substantive vote on each of Amendments #1 through 6 as contained on AILA's form (plus abstention). The proxy holder is, likewise, bound to vote each Amendment as you designate.
But the 98% Proxy Form ALSO GRANTS the proxy holder the additional authority:
to vote in his/her discretion on any other matter, EXCLUDING voting for national officers and directors, that may properly come before the Meeting and any adjournments thereof.

This additional authority (which is absolutely routine in well drawn proxy forms) will allow the proxy holder to exercise your vote as needed on procedural matters to force the Amendments to a vote on the merits.

This alone is reason enough to use the 98% Proxy Form.

Already given the AILA proxy form to AILA? IT’S NOT TOO LATE.

You can REVOKE your AILA proxy form. Just send a copy of the form you submitted to AILA with the statement

I hereby revoke the attached bylaw proxy, dated ????, given to Doug Stump. Signed, Joe Sixpack, AILA # 666, dated ??????.
SEND A COPY of your revocation to me along with your 98% Proxy Form.

Thank you for supporting Amendment #6.

Michael Owens
Theodor-Heuss-Ring 23
50668 Cologne
Tel +49-221-168-9750
Fax +49-221-168-9751

140526 Ten FAQ's re Amendment #6.pdf (63K)
140526 Response to AILA ExCom Criticism of Amendment #6.pdf (107K)
140609 AILA 98% Proxy Form & Instructions.pdf (108K)

Reprinted with permission.

About The Author

John M. Owens has thirty seven of professional practice, including nine years working as a federal prosecutor at the U.S. Department of Justice with a focus on economic crime, and twenty eight years in private law practice. He has a broad legal experience spectrum, which includes both the entire litigation in all instances in civil and criminal cases as well as providing legal advice and representation for individuals and businesses.

The opinions expressed in this article do not necessarily reflect the opinion of ILW.COM.