Q&A from the Special Meeting (April 23)
52 questions submitted via the Zoom Q&A panel during the meeting, with organizer responses where given.
Names and identifying information removed by the organizing committee. This is the official Exhibit D as transmitted.
Q1
so what exactly is happening right now?
Q22 upvotes
What reason(s) did the Board give for why the first petition was “invalid”?
Response
This information is available on the PSSIAlliance.us website
Q32 upvotes
I have a threshold concern. Corp. Code requires notice of a special meeting to be sent to all members. I am led to understand that one member obtained a list of contact info for all members several months ago. However, I’m also led to understand that the CEO has denied all more recent requests for such info. What is the status of that, and to whom was notice sent?
Response
This information is explained on the PSSIAlliance.us website
Q43 upvotes
Does the Board recognize the validity of this current meeting? If not, why not?
Response
This information is available on the PSSIAlliance.us website. Why not? TBD
Q52 upvotes
What is the board accusing those under suspension of doing?
Response
Unsubstantiated allegations of Code of Conduct violation
Q63 upvotes
Wondering if the voting tonight has any weight in changing the actions of the current bod and the election
Response
According the PSIA-West bylaws and the CA Corps Code: yes.
Q75 upvotes
Having worked in a third world country for 30 years. I feel like PSIA-W is just that, a third world country where leaders cling to power and jail the opposition. I have been a level three for 60 years. Can anyone tell me how this evolved?
Response
A survey of the board meeting minutes over the past 5 years may shed light.
Q81 upvote
Has anyone proposed a compromise solution of any sort that might be acceptable to both sides?
Response
The lawyer representing the suspended candidates is awaiting response from PSIA West leadership. PSIA West has received 2 Letters from said lawyer and a lawsuit has been filed to encourage participation
Q92 upvotes
Are there provisions in the bi laws that give a pathway to reseeding the board and management?
Response
The bylaws allow for members to Elect and Remove the Board members. The Board members are responsible for the CEO. The CEO is responsible for the Deputy Director, and all operations staff.
Q102 upvotes
The snowboarder in me wishes we could all get along!! Is there any room for compromise?
Q111 upvote
Question: Did the Board disqualify the winning candidates AFTER the and AFTER they won?
Response
Yes. Candidates were disqualified on March 20. Voting ended March 13.
Q122 upvotes
Where is the money to pay for the board’s legal fees coming?
Response
We are in the legal process and mediation is part of the solution befor trial. But the admin up until today has had their heels dug in and want to pursue disciplinary action. This meeting and the results may help someones cause theirsor ours. trial is expensive!
Q13
Is the Education Foundation, or any members of the Ed Foundation, a part of this group, the PSIIAlliance?
Response
The Education Foundation Board is listed on psia-w.org and the Petitions and signators are listed on PSSIAlliance.us website. You may compare
Q142 upvotes
What roll does PSIA National have if the board is unseated, do they step in as an interim management
Response
The National Affiliation agreement outlines that Western must manage its own governance affairs. The members of Western hold the power to call a meeting and elect directors with proper notice
Q153 upvotes
Under our bylaws, can the membership oust a current sitting board member?
Response
Absolutely! With a quorum of voting members of 100 or more with properly noticed meeting and agenda: this meeting complies with those bylaws
Q163 upvotes
What is the plan and what is the membership’s ability to proceed with any business of our organization if this vote results in a petition to remove Board Members or the paid Leadership team? What will happen if the Leadership Team and currently appointed Board that is set to be active as of April 27 refuse to comment on or accept the results? Is the national organization leadership team aware and/or involved?
Response
The National Affiliation Agreement with Western does not allow National to take over any governance of a CA Non Profit Mutual Benefit. PSIA West is beholden to the stakeholders of the organization which are the voting members.
Q173 upvotes
Have the people subject to discipline been prohibited by PSIA from explaining their side of the story?
Response
Yes. We have been given express direction to not solicit support from any other members in our written disciplinary action
Q182 upvotes
Are we hearing that the accused have not been told what they are accused of? And, they have had no ability to defend themselves?
Response
We have been given an opportunity to respond to allegations to the CEO, but the allegations have no evidence by which we can defend.
Q191 upvote
Who signed off on the disciplinary actions? Only the board of directors, or other leadership also?
Response
The documents were signed by M.C. of Western and J.L. of National
Q205 upvotes
In the last year, the board suspended eight members, including two sitting directors, three former directors, and an Education VP / examiner, on secret charges with no due process. They allowed the CEO to suspend a sitting director.
Q213 upvotes
The suspended parties do not know what the actions were that resulted in a disciplinary? It’s not written on their paperwork?
Response
Vague allegations were outlined. No evidence or context was provided.
Q221 upvote
Those of you on the inside, where is all of this rancor coming from? Not asking to name names, but asking how we reached this point?
Response
How we reached this point is unclear.
Q232 upvotes
Since the actionable items of this meeting is the voting on the line item agenda. Can we get a discussion on each voting item before the vote?
Response
I hope your query has been satified.
Q24
It could be coming from the CEO, Marisa
Q251 upvote
If National sides with the current Board and this vote today to remove the current board prevails, is there value and a way to separate from National and become a separate entity?
Response
The National Affiliation Agreement with Western is actually very well written. If the members believe the affiliation should be renegotiated due to this circumstance, there is room for that.
Q261 upvote
None of this makes sense. What is the justification for all of this?
Response
You question is broad, can you narrow your concern?
Q272 upvotes
Who comprises the Disapline Committee, and was National CEO, PSIAW CEO and Niel, despite his election loss, part of suspension and relocation of membership decision?
Response
You may access this information by resourcing the Lawsuit on file with the Sacramento County Court. It will answer these questions directly.
Q282 upvotes
According to the lawsuit, the CEO made the decision to suspend Tiffany. Which is insane — the CEO *reports* to the board.
Q291 upvote
Has the pattern of misconduct (timeline) and manipulation by PSIAW CEO and BOD been documented?
Response
Yes. Extensively.
Q30
See the Calendar of Events at: https://pssialliance.us/
Q31
In California the “communication” would have to go through a BCC neutral resource and contact information would have to remain private.
Response
In California there are different laws protecting communication based on Corporation status. As a CA Nonprofit Mutual Benefit, every member has a legal right to know every other member’s contact information and voting rights, AS LONG AS it is used for association business - like a member meeting or election
Q32
I wondered how my personal cell phone and personal email was obtained by the organizers.
Response
Every member of a CA Nonprofit Mutual Benefit like PSIA West has a right to the registry of members for associatoin business. You too have this right to request the registry for interests pertaining to PSIA West
Q33
what was the purpose for selecting the candidates that were moved in your places
Response
The number 6 and 7 vote getters were endorsed the staff, they are aligned with the current bod. The ceo eliminated the three of us so they could be moved up into our spots. the CEO did it to protect her job imo. She sits at the pleasure of the bpod. hmm.
Q34
The Attorney General’s Guide for Charities says in Chapter 8:
“‘I am a statutory member of a public benefit corporation and would like to use the corporation’s mailing list to send out information. Am I entitled to use the mailing list?’”
"Yes, with limitations. A statutory member’s right to obtain a copy of the corporation’s member list is limited to purposes reasonably related to the person’s interest as a member."
https://www.oag.ca.gov/.../media/Guide%20for%20Charities.pdf
Response
Exactly. For example: You may not request the member list to sell cookies or promote your personal business.
Q35
Were these activities only occuring under Marissa Cooper or were they occurring prior to her tenure?
Response
These activities were not apparent in any board meeting minutes prior to 2023
Q36
From a voters perspective, if I voted for candidates that got suspended and I wasn’t allowed to recast my vote, what happened to my vote?, does this mean that there is a breach of contract from terms of sale. as a member and purchasing an educational service by which I acquire the right to be represented... does this entitle me to a refund.... have the people on the board sat on the board before, have they done this before and we have not realized, does this give grounds to a retroactive investigation. Also, regarding PSIA funds, I don’t want to defiance the institution with this process but is PSIA using funds we contribute to ignore our vote.
Response
All great questions that you may need to resource the CA Corps Code and the current Leadership of PSIA West and the Bylaws
Q37
The Parliamentarian stated once the voting result were posted those result become final.
1)Why was this by pasted?
2) Why hasn’t the selected members been reinstated?
Response
Your questions are a matter for legal counsel
Q38
Doesn’t PSIA have a D & O policy?
Response
Yes. D&O does not typically cover internal disputes of a nature involving a breach of fiduciary duty
Q39
Can we file a complaint to the BBB
Q40
How many PSIA-W members are in good standing?
Response
If you request your Member’s Right to Inspection with the Board Secretary, you are supposed to be given this information within 7 business days, including addresses. A service the board has refused to do in preparation for this meeting.
Q411 upvote
Lynnea Anderson is not immune to these disqualifications of memebers and examiniers.
She drive most of disqualications!!!!
Response
she has interest in keeping the CEO as her employer for sure.
Q42
The Form 990 shows a line item for $9K for “insurance” (not health insurance for staff). That may be their D&O insurance. But D&O typically doesn’t cover illegal acts.
Q43
Is the D & O for national or west, $9000?
Response
National and West are separate Non Profit Corporations. West can buy Liability insurance from National. That is all the affiliation agreement speaks to.
Q44
Western Division Form 990.
Q45
$9K is plausible as the annual premium, but I have no other information about the facts here.
Q46
$9k is an expensive D & O. They typically cost $2000+ depenidng on the size and scope of the organization.
Q48
OK, thank you for that info. So that is probably how it was obtained. I appreciate the answer.
Q49
How would we go about removing the leadership of PSIA W?
Response
Vote as you see fit
Q50
If the suspended members are accused of harvesting emails and using them, why have I never received one? Just saying….
Q51
How long we supposed to stay here?
Response
Just waiting for the Election Registrar to update members who did not preregister
Q52
Salaries in 2017--$125,207 total on revenue of $582,751. Entire board involved in evaluating salaries. 2023 program revenue $508,487 w/ total salaries of $280,606 and small subcommittee (managed by CEO?) deciding compensation. Need a new board and new admin team.
Response
All good information the members may want to consider. This is why nonprofit associations are required to keep copies of certain documents in perpetua.
Source: Exhibit D — Special Meeting Q&A (TXT) · See also Minutes & full results →