The Genii Forum

Press Release from The Magic Castle:

"It is with regret that the Academy of Magical Arts announces that, effective April 3, 2011, the Board of Directors has accepted Robert Lamoureux's resignation from not only his office as President of the Academy, but also from his seat on its Board of Directors.

Robert has served the Academy as a Director for several years, and been its President for the past three. His leadership, guidance and wisdom has helped the Academy not only weather some challenging times in the past, but also helped it grow into the world-renowned club it is today.

The Board of Directors speaks for the entire Academy when it thanks Robert for all his years of dedication and service, and wishes him well in all his future endeavors, both within and outside the Academy.

Per the Academy's ByLaws (Article IV, Section 5), the Board of Directors will be naming a new Director at its next regular meeting on April 12, 2011."

This is curious indeed, because it had been rumored that Lamoureux would be running for reelection. Lamoureux has been a hands-off president and left the running of the AMA and the Magic Castle to others.

Wow.

Really? Is anyone surprised?

I don't know the truth of the matter because I wasn't there or personally involved, but I keep hearing that it has a lot to do with people that have been discussed here before with regards to Castle grievances.

I decided it is such a long story. Complicated. I promised to stay out of it. It comes down to this Robert L. has a life and a very successful business that was starting to take a back seat to AMA business. I always said being the Prez of the AMA is a full time job. If magic is your life, and the Castle is your first home, not your home away from home, than you should be on the BOD, let alone being the president of the AMA.

Amen Alan!

Well, the Castle has an opportunity.

I remain astonished, that in an occupation in which technical proficiency as a mechanic and entertainer is recognized as what it is all about.....that there appears to be NO recognition of management and business skills being required to run a 5,000 person organization, a restaurant, a bar, a nightclub!

There is NOTHING about being a skilled magician, or about being a celebrity, that matches up with being an executive or a Board Member. Check out how many of either are on Fortune 500 companies.

For example, how many of the current Board can talk about what their "Fiduciary Duties" are? Those are the legally required and responsible duties owed by a Director BY LAW. How many have actually read the California Corporate Code sections that define the rules by which the AMA is legally run?

Those things are their JOB. They may be volunteers, but they have a DUTY and responsibility, LEGALLY, to carry out their duties.

Those who professionally work in business understand this: You have to thoroughly understand the rules and laws of your occupation. If you don't, you are a danger.

The discussion that is going on about who should be elected, is rubbish. "who is the most respected magician" "who has been a member longer"......a recipe for continuing the incompetent managment from which the AMA has suffered for many years.

The scuttlebutt is that Erika Larsen will be appointed interim president until the next election.

Richard Kaufman wrote:The scuttlebutt is that Erika Larsen will be appointed interim president until the next election.

Plus I've also heard that Erika has be doing a wonderful job on the Board so far. I think she can do a good job filling in the position until the next election.

Perhaps, like Edward VIII, he abdicated the presidency for the woman he loved. :D

dear "undercut". nice anonymous post

undercut wrote:There is NOTHING about being a skilled magician, or about being a celebrity, that matches up with being an executive or a Board Member. Check out how many of either are on Fortune 500 companies.

I don't know why, but I find this both funny and naive.

I think every celebrity has had to acquire business skills - if only to hire good people around them. If they don't, they run out of money really fast. I would venture that Neil is as savvy a business person as you will find in LA.

And Erica has probably taken more management classes than most "managers".

The Board should appoint the person that will bring the most to the board and be willing to serve the members.

Oh, and this:

http://blogs.wsj.com/deals/2010/03/23/t ... e-edition/

And, as I recall, OJ was on several corp boards before he got careless with his knives.

So who replaced Robert on the Board and who is the interim president?

Don't think there's been any movement yet.

They voted on it at a special meeting on Tuesday.

Well, I believe they met about it. There's a stay-tooned post on the MC Forum from Rich Cowley.

Oh, well someone please post when the news it out.

The AMA By-Laws and Standing Rules provide for the naming of a new President when a President does not finish his term. The Vice President is automatically named President. Accordingly, Neil Patrick Harris is President of the AMA until the end of his current term (March 2012).

The Board will hold a special meeting on April 27th to interview candidates and select a replacement Board member.

Wait..l. I thought we agreed to let this go. Why not wait until the next pres is announced if that is the case?

Well, congrats to NPH, now in the position in which LBJ found himself after JFK.

O RLY?

Sorry, couldn't resist...

Richard Kaufman wrote:... now in the position in which LBJ found himself after JFK.

yeoch - and way too tempting to make comment on context.

Best wishes to NPH and I hope this move brings some good publicity to the castle.

Remember, it is not just about who is president, but who is added to the board to fill the vacancy.

Mark W. Nelson wrote:The AMA By-Laws and Standing Rules provide for the naming of a new President when a President does not finish his term. The Vice President is automatically named President. Accordingly, Neil Patrick Harris is President of the AMA until the end of his current term (March 2012).

The Board will hold a special meeting on April 27th to interview candidates and select a replacement Board member.

This is a perfect example of a person who is not a professional, misinterpreting the rules of a corporation. The Bylaws state:

The Vice-President will have the powers, and will exercise the duties of the President
in case of the death, absence or incapacity of the President, or in the case of his refusal to act as
such.

This means that the Vice President takes on the powers, NOT "becomes" the president. It does NOT say, "becomes the President. This is a typical approach in corporate boards, as a business professional would know.

Currently, the AMA does not have a President.

Well, an interesting turn of events. The Bylaws state:

"Any vacancy occurring on the Board of Directors or the Board of Trustees will be filled
for the unexpired portion of the term of office in which the vacancy exists, by a majority vote
of all the then members of the Board of Directors at its first regular meeting following the
creation of such vacancy."

I don't know about you guys, but that does not appear to give a lot of lattitude to options.

However, that is NOT what the Board is doing. I would think that their oaths to follow the By-laws would actually stand for something. It DOES NOT say "if convenient"

Apparently , Counsel has advised the Board that it is ok to ignore the By-laws, because there is no consequence for doing so. What kind of legal advice is that? What other parts of the By-laws should the Board ignore, if it is inconvenient?

The question that I would have is: Is whoever they elect at this "special meeting" legitimately elected? I would say no. The Board did NOT follow the By-laws!

Juarez is also factually wrong: there IS a consequence of not following this rule in the Bylaws. According to California State Law for Corporations, the "Corporate Code"

http://www.leginfo.ca.gov/cgi-bin/displ ... le=300-318

305. (a) Unless otherwise provided in the articles or bylaws and
except for a vacancy created by the removal of a director, vacancies
on the board may be filled by approval of the board (Section 151) or,
if the number of directors then in office is less than a quorum, by
(1) the unanimous written consent of the directors then in office,
(2) the affirmative vote of a majority of the directors then in
office at a meeting held pursuant to notice or waivers of notice
complying with Section 307 or (3) a sole remaining director. Unless
the articles or a bylaw adopted by the shareholders provide that the
board may fill vacancies occurring in the board by reason of the
removal of directors, such vacancies may be filled only by approval
of the shareholders (Section 153).
(b) The shareholders may elect a director at any time to fill any
vacancy not filled by the directors.

Inasmuch as the method by which the Board would appoint a director (appointment at the NEXT REGULAR Board meeting) has passed, and the opportunity to "do their duty" has also passed....because it was apparently INCONVENIENT for them to follow the By-laws, the way that the position should be filled is by an election of the membership, according to the LAW.

Wouldn't it just be better if they kept their word? What kind of lawyer tells a corporate Board to ignore the By-laws?

A rather interesting set of observations, Undercut.

Perhaps he has some reason for wanting to delay this process.

It's only pure speculation on my part, however:

1. It was originally announced that the new Director would be appointed during this meeting.

2. Your points on the rules look straight-forward to me.

Another possibility is that the Board was deadlocked.

Something just doesn't seem too cool hear. We've already had our financial report delayed, our questions were preemptively stopped at the annual meeting when this was announced -- a Director resigns -- makes me think something has been seriously wrong and someone or multiple someones are perhaps not wanting any change that would bring whatever is wrong into the light.

Undercut, whoever you are -- very interesting!

Have we seen the minutes to the meeting yet? Was the meeting last week actually adjourned without a decision/resolution? Just because its now the 20th does NOT mean that the current board meeting is over (adjourned). A board meeting that is merely postponed can last for a long time while its members take issues and possible resolutions under advisement. A board on which I sit (and am an executive memberthe CFO) has been ongoing since March 29.

Dustin

The minutes are here, for those of you who are AMA Members.

The minutes state the regular meeting was adjourned, and that the Board decided to hold a special meeting on Wednesday April 27 -- this decision was reached in executive session.

Thanks Terrence.

It sounds like the BOD also needs a parliamentarian. If the Board is required by their own bylaws to do x - y and z during a meeting, and they only get to x and y, they need to "postpone until [a later date]" and not adjourn the meeting. That's BOD CYA 101.

Dustin

Terrence,

I could be wrong but I think that the delayed financial report you mentioned has been quietly posted for AMA members at
this location.

This does appear to be the case. No accompanying announce -- that should get there soon.

Hmmm March 9, 2011 ?? Who was reviewing this?

undercut wrote:

Mark W. Nelson wrote:The AMA By-Laws and Standing Rules provide for the naming of a new President when a President does not finish his term. The Vice President is automatically named President. Accordingly, Neil Patrick Harris is President of the AMA until the end of his current term (March 2012).

The Board will hold a special meeting on April 27th to interview candidates and select a replacement Board member.

This is a perfect example of a person who is not a professional, misinterpreting the rules of a corporation. T

Sadly, since you are choosing to post anonymously, we can't judge your relative knowledge in such matters.

I think the most likely scenario is deadlock. I think they need someone neutral. Like Larry Horowitz.

But that's just me :)

George Siegel wrote:Terrence,

I could be wrong but I think that the delayed financial report you mentioned has been quietly posted for AMA members at
this location.

Did you hear a puckering sound?

I was wondering about that! George -- who told you about the financial report? There's still no announcement!

It was quite by accident. I noticed it while I was on the Academy and Board Info page, cutting and pasting the latest BoD minutes to my hard drive.(for faster searches)

Lacking any announcement or other fanfare for the much anticipated report, it took a few seconds before I realized what I was seeing.

I don't know when it was posted. I downloaded it about 7:00 pm but the document's properties suggest it might have been assembled about noon yesterday (4-20).

To me, it raises more questions than it answers. And it seems to contradict the statement made at the general meeting that as of 3-27, the outside accounting firm had not finalized the financials.

But then, I'm no accountant. I don't even play one on television.

Do you think I should mention it in the MC forums, or should we wait for the mysterious AMA Oracle to make a formal announcement?

Aw heck. I'll go ahead and post an announcement in the MC forums.

Thanks George.

I was waiting for it to show up in the ANNOUNCEMENT section.

Dale

Brian Tolman wrote:Sadly, since you are choosing to post anonymously, we can't judge your relative knowledge in such matters. ...

Brian, unless you understand the AMA bylaws and relevant Corporations Code provisions yourself, I'd respectfully submit that undercut's identity won't tell you anything about his/her relative knowledge.

Along those lines, perhaps this threshold question should be explored before contemplating possible "shareholder" actions/remedies: does Corporations Code Section 305 even apply to the AMA and its BOD? Isn't the AMA a non-profit corporation?

The AMA is a non profit mutual benefit corp.

In response to Brian T's remark about celebs having to be smart enough to pick money managers, accountants, etc.
One only needs to read the headlines to see how Madoff and other advisors and money managers have ripped off their celeb clients to see how well that goes.

So one guy makes the thousands of legitimate, hardworking business managers and accountants untrustworthy?

Using your math, all magicians are pedophiles.

Please note the word other, as I said the news is full of celebs being ripped off by their advisors.

Celebs by virtue of their usual lack of general business expertise and large cash flow are ripe for the dishonest advisor to prey on. Doctors are another group that are easily fleeced.