Effective today I have resigned as Treasurer of the Pen Collectors of America, NFP. It is a position I held with pride and was only too happy to make many of the Board’s corporate visions a reality. I incorporated the PCA, NFP in November, 2005 lying to rest corporate obligations of the PCA, Inc. Shortly, thereafter the PCA, NFP achieved recognition from the IRS as a 501c3 charity (educational) - a goal that had been held for years. So many things are now correct and accurate, the sort of thing you expect from a CPA. I regret that the current President and I cannot see eye to eye on the administration of the PCA therefore, it is time for me to bid the organization, which I have given so much to and believed in so fervently, adieu.

Sincerely to the membership,

Roger E. Wooten, CPA

The Board of Directors of the PCA is currently in the process of voting to accept Roger Wooten's resignation.

On behalf of the board, I wish to thank Mr. Wooten for his unparalleled service to the organization.

He both rescued the organization when we were in trouble and helped set us on the path toward success.

His contribution has been great and he has the thanks and gratitude of this board, and, I feel confident in saying, past boards.

Best of luck and thank you, Roger.

Roger,

You accomplished a great deal of good for the organization, which is to be admired.

The PCA seems to be taking steps- some by you, some by current Admin- to correct the abject and unmitigated disaster handed off by PCA management a few years back.

I see a PCA that now begins to honor its word, putting the "good" back in "good word".

PCA has a long way to go. Membership numbers- from what i've heard- are weak. But there is hope.

I've enough faith in what i believe now is the good word of the Board, that despite my pointed criticisms of the organization during a five year period, i've taken a chance and opted to rejoin PCA. Time will tell if that choice was prudent or not.

With folks like Rick, Joel, Richard and Anne-Marie on board, i have hopes.

regards

david

David, thanks for your words of support. As President of the Board, I can assure you that we are working everyday to justify/or regain the trust of the community.

Roger,
it is unfortunate that all of the administration of the PCA can't see eye to eye but I understand holding your personal convictions above a groups.

Best Regards,

Mister Kurt

You've posted that the Board of the PCA unanimously decided to ask for Roger's resignation:


Though I don't have a copy of the current by-laws, I feel certain that the Board must meet to make such decisions, but I saw no notice of such a meeting, and it would surprise me if the members of the Board could get together on such short notice. How was this meeting possible?

--Daniel

Do by-laws state the Board must meet in person to make any decision?

-d

I don't know -- I don't have a copy.

I ask that Rick explain to the membership how this meeting took place.

--Daniel

"Meeting" seems to be the semantic lynchpin of this branch of discussion

You wrote in response to a a mention of unanimous Board opinion,



I am uncertain as to your certainty, and further request you clarify, "meet".

If by "meet", you assert to gather in-person, i request the evidence for your certainty as to requirement for an in-person gathering.

I am uncertain that PCA must gather in person to make any given decision, though I am not certain either that it need not gather in person to make any given decision, per bylaws.


-d

All good points. I'll re-formulate my question to Rick:

Rick, when and where or how did the PCA Board meet to discuss the question and to make the decision to ask Roger Wooten for his resignation?

--Daniel

Better. Fewer assumptions make for improved clarity.

Next. Depending on meaning of "meet", must a meeting occur?

-david

I'm not sure what you mean, but I shall decline to explore this point further with you, as I don't think it will be productive, so your question will go unanswered (at least by me).

My question was addressed at Rick Propas, President of the PCA, and I await his reply. I trust if he finds my question unclear, he will request clarification from me.

--Daniel

I gather that the PCA board met at the Ohio pen show.

That may be. But I would like to know when and where (or how) the meeting was at which the issue of requesting Roger Wooten's resignation was discussed and voted on. I trust that in the interests of the PCA's goal of openness and the members' right to know what the organization is doing, Rick as President of the PCA will provide this information.

--Daniel

I didn't detect any hint that the resignation was requested. Is there subtext gone unmentioned?

As a practical matter, I'd be suprised that the Board even has to "accept" a resignation. When someone says they aren't going to do the work any more, the priority is to find someone else to do the work. If someone resigns, they have resigned. "Acceptance" by the Board is certainly a courtesy, but why would iit be required?

Andy

Receiving no answer is fine. I will do you the courtesy of not invoking the usual, "oh i guess that means you concede the point" shtick.

I will however continue with the monologue and endeavor to make this simple, if not for you (given you already plan not to address the point), then for other readers.

1) You cite lack of familiarity with the formalities of the bylaws of the PCA

2) You expressed "certainty" that the Board must meet to generate a resignation-of-treasurer request, apparently without evidence for said certainty.

3) You left open, IMHO, the meaning of "meet" or "meeting", though i infer from you verbiage (quote, "but I saw no notice of such a meeting, and it would surprise me if the members of the Board could get together on such short notice. How was this meeting possible") that you consider a meeting to be an in-person gathering, as in "get together", though i invite you to clarify again if this is so. Discussion by phone or email can constitute a meeting of the minds, and as you admit- i believe- lack of certainty with the bylaws, it remains unclear that this sort of non in-person meeting would not suffice to meet bylaw requirements.

When these issues were pointed out to you, you redirected from issues of certainty about need for an (in-person) meeting, by asking instead, "Rick, when and where or how did the PCA Board meet to discuss the question and to make the decision to ask Roger Wooten for his resignation?" to which i again note that barring a definition of meeting, the question remains unfocused.

regards

david

Not a subtext -- Rick Propas, President of the PCA, posted on Pentrace the following after Roger Wooten indicated that he was asked to resign:

"This decision was taken without debate or dissent. It was discussed, thoroughly and thoughtfully, but in the end the decision and vote was unanimous. "


I don't know -- it may be a formality (as you say, a resignation may go through an acceptance, even if it is symbolic), and the entity for which the Officers work is the Board, not an individual, so the Board may have to vote on the acceptance.

But it is not the vote on accepting Roger's resignation that I am asking about. I am asking about the discussion, vote, and decision to ask Roger to resign.

--Daniel

My most vague recollection- not following this one too closely- is that on another forum Roger noted he was asked to resign, after considerable other discussion had ensued.

On yet another forum, it was asked of Rick, if- essentially- the praise heaped upon Roger by Rick was true, why then was he asked to resign.

In response I pointed out- essentially- that organizations endeavoring to behave with class, grace and courtesy would allow the exiting member the option to announce he was leaving without rubbing nose with issue of that decision having come from the board not the person. I did not address at all whether the decision to request resignation was a good one or a just one- which some folks are raising- but noted merely that the Board's behavior was courteous in the public arena.

When one fellow questioned why the decision was made, I- and later Rick- pointed out that personal issues need not be publicly aired, even at the demand of a member of the organization.

regards

david

The definition of "meeting" to be applied in interpreting my question is that which applies to the use of "meeting" in the by-laws. Rick indicated that there was a discussion and a vote of the Board of Directors on this issue. In my experience, by-laws typically direct that such activities must take place at something called a "meeting" which has some definition of a quorum and a voting procedure.

But I'm sure if Rick is confused by my use of the term "meeting" in my question, he will request a clarification. My question was not directed to you, so while I'm dismayed that you find my question unfocused, that bears not on my discourse with Rick.

--Daniel

Thank you. Now it is clear you reference an in-person gathering.

I'm sorry if i caused you dismay. I seek only clarity.

Though your question is not directed to me, the presence of a such a question on a public forum when said question could be directed via private email to whom it does target, does IMHO invite analysis by those to whom the question is not specifically directed.

regards

david

I reference a meeting of the Board as that term is used in the by-laws. I don't know if the by-laws require that Board meetings be in-person gatherings.

--Daniel

That is helpful in providing clarity. Thanks.

david

for additional clarity, or perhaps confusion in this, I think that the PCA does not have to meet person to person to constitute a meeting...

as per a Stylophiles post, from Rick Propas....


Posted by RickPropas on November 6, 2007, 11:56 am
The board will next meet, via teleconference, on November 18.

I guess the question must be asked, perhaps this was the format used to determine the vote of acceptance of Roger's resignation?

I think you've mixed up two events. I am asking Rick about his assertion regarding the meeting/motion/vote of the Board of Directors of the PCA to request Roger Wooten's resignation. You are referring to the subsequent vote by the Board to accept the resignation Roger tendered as a result of the President's request for his resignation.

--Daniel

No Daniel, I was just adding support to the idea that it seems like the PCA can have a board meeting without physically gathering, that's all.

However, I find it odd, to say the least, that Roger resigns one day, and there is a scheduled board meeting (teleconference) the following day, and how could he announce the resignation, and Rick can offer that the board unanimously voted for the resignation, yet they were meeting the next day? Seems like a lot of "meetings" in a short period of time.

I guess my other thought, was if in fact the PCA can and does meet in this manner, perhaps this was how a "vote" was performed...

Roger Wooten tendered his resignation from the position as Treasurer of the PCA
and his resignation has been accepted by the PCA Board of Directors. The PCA
Board of Directors has elected to suspend further postings and communication
about this matter until on or after Novemeber 28. No additional responses will
be made by Board members on this subject until or after that date.

We wish all a Happy Thanksgiving!

PCA Board of Directors

The 28th is here, and soon to pass.

what's the word?

Rick, the board is in the process of approving a statement.

At the risk of getting involved in an 'argument' that doesn't concern me, Andy makes a very valid point here. I'm not really sure of the 'agenda' (if any behind) david i's and kirchh's 'argument', but I thought kirchh's request was fairly straight forward and am wondering why we need to get into the realms of clarifying definitions etc etc.

Just an observation and I fully expect to be told to mind my own business or similar.

Andy

yeah, i am sorta holding my breath. I like the folks in the PCA, and really want to know what might have transpired. I have to try and think positive about the whole affair, but it seems the PCA is still trying to shake the bad vibes from years past. Sorta makes me sad, in the long run, and for some reason, I guess I want to discount my feeling of diminished confidence in the organization as a whole.

Please note that we have posted a statement. Read carefully, I believe it clarifies the events and process without betraying any confidentiality.