CCSM Board Coordination

Overview

Timeline

Email Templates

Meeting Strategy

Talking Points

Assignments

I. Statement of the Problem

In 2023/2024, the board size was increased from 13 to 15 directors. However, under Article XVI of our bylaws, this change required member approval. No member vote occurred.

                    Legal Finding: The authorized number of directors legally remains 13. The board has been improperly constituted since 2024. All board actions are potentially voidable if challenged.
                

The Arithmetic

2023 Board: 13 legitimate directors
2024: 5 directors departed, 7 were elected
However, only 5 seats legally existed
2 of the 7 occupy "phantom seats"
We cannot determine which 2

                    Key Fact: Only Theresa has unquestionable legitimacy — she is the sole remaining director from the pre-2024 board.
                

II. Objectives

Protect ourselves legally — Document that we raised the issue
Retain legal counsel — Reasonable, difficult to oppose
Convene a member meeting — Only members can remedy this properly
Revert to 13 directors — Restore proper governance structure

III. Working Group

Name	Status	Notes
Theresa	Continuous Service Since 2023	Key voice, first to support Jerry
Jerry	2024 Director	Sends initial email (discovered the issue)
Steven	2024 Director	Second follow-up, seconds motions
[To be assigned]

IV. Action Timeline

Saturday/Sunday Morning

Jerry sends initial email to all 15 directors

Formal notification of the governance defect

4–6 hours after Jerry

Theresa replies with support

Most important voice — sole legitimate director

8–12 hours after Jerry

Steven replies with support

Brief, professional, focused on process

12–24 hours after Jerry

Other supporting directors reply (staggered)

Each slightly different — organic responses

Monday Evening

Working group call

Confirm roles, review strategy for Tuesday

Tuesday

Board Meeting

Present motions, vote, document everything

V. Jerry's Initial Email

Jerry sends this first to all 15 directors:

Subject: Urgent Governance Issue Discovered During Bylaw Review — Action Needed Tuesday Dear Fellow Board Members, During a recent review of our bylaws, I discovered a serious governance issue that I have since confirmed with multiple nonprofit attorneys. I am bringing this to the full board's attention because I believe we have a fiduciary duty to address it. THE ISSUE In 2023/2024, our board size was increased from 13 to 15 directors. However, this change was not made in accordance with our bylaws. Article XVI (Amendments) states: "Subject to rights of the members to amend or repeal, the Bylaws (other than amendment or repeal of the Article XVII, or Bylaws changing the authorized number of Directors, or Bylaws negatively affecting the rights of the members) may also be amended by a two-thirds vote of the Board of Directors." This means the board alone cannot change the authorized number of directors. Such a change requires member approval—either a majority vote at a member meeting with quorum, or written consent of a majority of members. To my knowledge, no member vote occurred. The attorneys I consulted confirmed that without member approval, the amendment was not valid. WHAT THIS MEANS The authorized number of directors legally remains 13, not 15. Since 2024, our board has been improperly constituted. Specifically: • In 2024, five directors departed and seven were elected • But only five seats legally existed • Two of the seven directors elected in 2024 occupy seats that do not exist under our bylaws • Directors elected in 2025 were elected by an already improperly constituted board • Only Theresa, who has served continuously since before the defect, has unquestionable authority as a director All board actions since 2024 are potentially voidable if challenged. This is a real legal exposure for each of us. MY REQUEST I am formally requesting that we address this at Tuesday's board meeting. Specifically: 1. Add this governance matter to the agenda 2. Vote to retain qualified nonprofit legal counsel to advise us 3. Vote to schedule a special member meeting, since only members can authorize a change to the number of directors This is not about assigning blame. This appears to have been an honest procedural error. But now that we know about it, we cannot ignore it. Our fiduciary duty requires us to act. I am happy to discuss this with anyone before Tuesday's meeting. Respectfully, Jerry

VI. Theresa's Follow-Up

Theresa replies 4–6 hours after Jerry:

Subject: Re: Urgent Governance Issue Discovered During Bylaw Review — Action Needed Tuesday Dear Fellow Board Members, I want to thank Jerry for bringing this to our attention. I have reviewed the bylaws and I share his concern. As someone who has served on this board continuously since before the 2024 changes, I can confirm that I do not recall any member vote authorizing the increase from 13 to 15 directors. If such a vote was required under our bylaws and did not occur, we need to address this. I support Jerry's request that we add this to Tuesday's agenda, retain legal counsel, and consult our membership as our bylaws require. This is a governance matter, not a political one. We owe it to our members and to the organization to ensure we are operating on solid legal footing. Theresa

VII. Steven's Follow-Up

Steven replies 8–12 hours after Jerry:

Subject: Re: Urgent Governance Issue Discovered During Bylaw Review — Action Needed Tuesday Dear Fellow Board Members, I want to add my voice in support of Jerry's request. I have also reviewed the bylaws, and Article XVI is clear: changing the number of directors requires member approval. If that approval was not obtained, we have a problem that needs to be fixed—not ignored. Hiring legal counsel to advise us is a reasonable and prudent step. It protects all of us. I hope we can agree to at least that much on Tuesday. Steven

VIII. Additional Response Templates

Each person should write their own version. Here are templates to adapt:

Template A (Governance-focused)

Subject: Re: Urgent Governance Issue Discovered During Bylaw Review — Action Needed Tuesday I've read Jerry's email and reviewed the relevant bylaw sections. The concern appears legitimate and worth addressing. I support adding this to Tuesday's agenda and getting legal advice. That seems like the responsible thing to do. [Name]

Template B (Liability-focused)

Subject: Re: Urgent Governance Issue Discovered During Bylaw Review — Action Needed Tuesday Thank you, Jerry, for raising this. If there's a governance defect that exposes the board to legal risk, I'd rather know about it and fix it than ignore it. I support hiring counsel to advise us on next steps. [Name]

IX. Tuesday Board Meeting Strategy

The Two Motions

                    Motion 1: "I move that the board retain qualified nonprofit legal counsel to advise us on the governance defect and proper remediation procedures."
                

                    Motion 2: "I move that the board call a special member meeting to address the bylaw amendment regarding the number of directors, as required by Article XVI."
                

Meeting Flow

When agenda is reviewed → Request governance matter be added
When item comes up → Jerry or Steven presents the issue
Make Motion 1 (retain counsel) → Ally seconds
Discussion → Allies speak briefly in support
Vote on Motion 1
Make Motion 2 (member meeting) → Ally seconds
Discussion → Allies speak briefly in support
Vote on Motion 2

X. Meeting Guidelines

Recommended Conduct

Second the motions promptly
Speak briefly in support: "This seems reasonable"
Maintain calm and professional demeanor
Focus on process and legal compliance
Take detailed notes

To Be Avoided

Bringing up the $1.5M decision
Making personal or accusatory statements
Displaying emotion
Piling on — a few calm statements are sufficient
Making threats or departing abruptly

XI. Contingency Procedures

                    If motions fail, state for the record:
                    
                    "I want it noted in the minutes that I raised this governance concern, requested legal counsel, and requested a member meeting. The board has declined to act. I reserve all rights to pursue other remedies available under our bylaws and California law."

                    If interrupted or ruled out of order:
                    
                    "I object to being cut off. This is a legitimate governance matter. I request that my objection be noted in the minutes."

XII. Key Messages

Approved Statements

"This is about legal compliance, not relitigating past decisions"
"We have a fiduciary duty to address known governance defects"
"We want proper process — members should decide"
"The cover-up is always worse than the crime"
"Every director is personally exposed if we ignore this"

Statements to Avoid

"We're trying to undo the $1.5M decision"
Any personal statements about specific directors
Accusations of bad faith (absent evidence)

XIII. Anticipated Objections and Responses

"This is just sour grapes about the investment decision."

"The legal defect is real and confirmed by attorneys. We have a duty to address it regardless of how it was discovered or who raises it."

"You're trying to unwind the $1.5M decision."

"We're asking for member ratification of board actions. If members ratify, the decision stands. We're asking for proper process, not a specific outcome."

"Why bring this up now?"

"It was discovered during a bylaw audit. Once we knew about it, we had a fiduciary duty to address it. Ignoring a known defect would be worse."

"This will create chaos and hurt the organization."

"Leaving a known governance defect unaddressed creates far more risk. Any future controversial decision could be challenged on these grounds."

"The board has been functioning fine."

"Functioning and legally valid are different things. We've been fortunate no one has challenged our actions. That fortune may not hold."

"Just let the current board ratify everything."

"The board cannot ratify its own existence. Only members can authorize the change in director numbers and validate elections. That's what our bylaws require."

XIV. Role Assignments

Jerry

Initial Email Sender / Issue Discoverer

• Sends first email to all 15 directors (Saturday/Sunday)
• May present the issue at Tuesday's meeting
• Makes Motion 1 or Motion 2

Theresa

Sole Legitimate Director / Key Voice

• First to reply to Jerry's email (4–6 hours after)
• First supporting speaker at Tuesday's meeting
• Her voice carries the most weight

Steven

Coordinator / Second Follow-Up

• Replies to Jerry's email (8–12 hours after)
• Seconds Motion 1 (retain legal counsel)
• Backup presenter if needed

[To be assigned]

Motion Seconder

• Seconds Motion 2 (member meeting)
• Brief supporting statement during discussion