BAADS ELECTION

There will be a BAADS election for the Board of Directors and two corporate governance matters. All BAADS Members in good standing (2014 dues have been paid for by December 1) are eligible to run for the Board of Directors as well as vote in the general election. The link to the ballot will be sent out during the first week of December. If you are unsure whether you are a current BAADS member, contact Treasurer Brian Pease at treasurer@baads.org. You can renew your membership by going to www.baads.org/join .

Seven Director Positions will be available. Seats up for election are those now held by:

  • Eli Frank
  • Alex Hruzewicz
  • Alex Okrut
  • Brian Pease
  • Kathi Pugh
  • Cristina Rubke
  • Margreta Von Pein

Any member may nominate him or herself, or another member. The names of potential candidates need to be emailed to elections@baads.org by Sunday, November 9. To nominate a candidate, one must include the name, phone number and email of the potential candidate. The maximum number of potential candidates any member can nominate is seven. All potential candidates will be contacted via email to confirm interest in running for the board. All nominees will have an opportunity to submit a candidate statement, but must do so by Sunday, November 23.

In the first week of December, an email link to the ballot will be sent to BAADS members with the names of the candidates and their statements. The ballot and candidate statements will also be available on the BAADS website. The maximum number of board candidates any member can vote for is seven. Ballots cannot be changed after being submitted and any subsequent ballots will be disqualified.

Individual members are eligible to submit one ballot and family memberships are eligible to submit two ballots. If you do not receive an email link to the ballot by December 10 or you need assistance voting, contact elections@baads.org. All voting must be completed by 9 AM on December 21 (before the December membership meeting).

The results of the election will be announced after the board meeting on Sunday, December 21. The seven new board members will be elected to two-year terms and begin serving their terms at the first board meeting in 2015 (tentatively scheduled for January 18). Their tenure will expire at the first board meeting of 2016. The terms of the remaining seven board members will expire at the first board meeting of 2015.

The election will also seek the members’ consideration of two corporate governance matters. The Bay Area Association of Disabled Sailors is an unincorporated association. On advice of legal counsel your Board of Directors has unanimously elected to change to a corporation. Changing the status of BAADS from an incorporated association to a corporation requires the adoption of new bylaws. Go to the Club Documents section of our website to read the bylaws that have been unanimously adopted by your Board of Directors and approved by legal counsel. The following measures will appear on the ballot:

Should The Bay Area Association of Disabled Sailors change its status from an unincorporated association to a corporation? [ ] Yes [ ] No

Should The Bay Area Association of Disabled Sailors adopt the bylaw attached hereto as a link at [link]? [ ] Yes [ ] No

More information on the corporate governance issues on the ballot:

The BAADS board is asking the BAADS membership to vote in favor of incorporating BAADS so that it is a California corporation. BAADS is currently an unincorporated association. Based on advice from outside legal counsel, the board understands that incorporating would have the benefits listed below. If the membership votes in favor of incorporation, BAADS will need to adopt new bylaws. To streamline the required election process, the ballot you receive will ask you to vote in favor or against incorporation and in favor or against adoption of the new bylaws. The adoption of new bylaws will take effect only if the members elect to incorporate. The bylaws were drafted with the aid of and have been approved of by legal counsel.

1. Limitation of liability for BAADS members – As an unincorporated association there is a possibility that each and every member of BAADS could he held liable for the debts and obligations of BAADS. Although the law is changing to afford the members of associations the same protection as members of corporations, the members of association still have more exposure than members of corporations.

2. Standard corporate governance rules – As a corporation, BAADS can rely on the standard and default corporate governance rules in California. This helps us adopt simpler bylaws and operate in a more efficient manner.

This change will necessitate obtaining non-profit status for the new BAADS corporation. If the membership votes in favor of this change, BAADS will seek pro bono (free) legal assistance to carry out these changes.