As part of a prickly exchange, attorneys for the Global Business
Travel Association on Friday informed NetApp senior travel manager for the
Americas Mark Ziegler that a bylaw amendment he proposed will be brought to a
vote at the GBTA convention this August. Ziegler's proposal would require that all
Allied members on GBTA's board of directors be elected. Currently, two of the
four are appointed.
In a June 11 email to GBTA's board members, Ziegler cited support for
the amendment by a "grassroots group" of both Allied and Direct
members, and chided the board and executive director Michael McCormick for not
addressing the proposal. "Thus far I have had
very little communication regarding when and how the bylaw change proposal will
be communicated to the voting members," he wrote.
A June 14 response from GBTA's attorneys explained that board members
were "disappointed by the tone and content" of Ziegler's
correspondence. But the response confirmed that GBTA will include the proposal
on the ballot at the association's annual convention, and that GBTA would
comply with bylaws requiring that such amendments be sent to direct members
"not less than thirty days" before the vote. GBTA separately
informed members that a document detailing proposed bylaw changes would be
sent to them by email on June 24.
In his email to the board, Ziegler raised a few other issues. "It
is our right as voting members in good standing to receive a member list from
the association," he wrote. "Therefore, I request a listing of all
Direct members ... so that we may use the listing to provide the facts
surrounding the bylaw change and to answer questions of the voting
constituents."
In response, GBTA's general counsel wrote that while any member can, at
GBTA headquarters, "examine in person during usual business hours"
and take "extracts" from the member list, the association "is
not obligated" to provide Ziegler a copy.
Ziegler also wrote that supporters of the amendment want "a
third-party audit of the bylaw change votes and an accounting of those votes
publicly provided to the membership of GBTA." GBTA's attorneys replied
that the association always has used "an independent third party to
tabulate the vote."
Ziegler, in citing what he sees as problems related to the timing of
when members can request absentee ballots, requested "an opportunity to
present this proposal and answer questions related to it at the Direct member
business meeting at the convention in San Diego."
GBTA's attorneys did not directly address that but wrote, "Since
GBTA is, in fact, properly and fully addressing all notice requirements called
for in its bylaws, please cease and desist immediately from making erroneous
representations and inaccurate comments." The attorneys specifically cited
Ziegler's language in which he said board members can "be held personally
liable for any illegalities or fiduciary issues."
Responding to the letter from GBTA's general counsel, Ziegler in a
message to McCormick and the board wrote, "It's unfortunate that you felt
compelled to resort to legal counsel over this issue. We all belong to this association
and as associates we should not have had to struggle to be heard."