Motion to Hold a Special Election for the Board of Directors

On February 12, 2020, the remaining members of the RWA Board of Directors resigned from office. Prior to their resignations, the Board set a special election – with voting opening on March 13th and closing on March 20th – for the RWA membership to elect a newly constituted Board of Directors to serve out their current terms (through August 31, 2020). Below is the text of the motion, which was passed with 6 votes in the affirmative, 0 against, and 0 abstentions. 

MOTION TO HOLD A SPECIAL ELECTION FOR THE BOARD OF DIRECTORS

Dixon moves the following:

• That the Board directs RWA staff to provide notification on February 12, 2020 to the General membership of a special, early election of the entire Board of Directors, such voting which shall begin 30 days following such notice (on March 13, 2020) and shall conclude one week later (on March 20, 2020);
• That the Board directs RWA staff to follow and institute its normal protocols and processes for Board elections;
• That the members of the Board so elected shall be elected for abbreviated terms, such terms which shall begin immediately upon the certification of election results and which shall end on August 31, 2020, with no individuals automatically ascending to other offices at the end of such terms; and
• That while the new Board of Directors should decide how it chooses to structure the August 2020 elections, it is the recommendation of this Board that the new Board follow the methods that have already been voted on and approved by this Board regarding the term lengths of those elected in August 2020 (so as to comport with the RWA Bylaws' directive for staggered Board terms), and that the abbreviated terms of the Board members elected in March 2020 (through August 31, 2020) not count against the term limits or other prohibitions on serving in the same office consecutively that are contained in the RWA Bylaws.

Rationale: The Board has determined that the only way for RWA to move forward beyond its current crisis is for the existing six members of the Board to immediately resign, but first, the Board is calling for a special, early election of the General membership as soon as possible to elect an entirely new Board of Directors. RWA legal counsel has advised the Board as to the legal propriety of such action under the Texas nonprofit corporation statute and RWA's Bylaws in light of the extraordinary circumstances presently facing RWA.