The President of the Academy of Magical Arts RESIGNS

Discuss the latest news and rumors in the magic world.

Postby Brian Tolman » 04/12/11 07:24 PM

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.
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Postby KirkG » 04/14/11 02:49 PM

So who replaced Robert on the Board and who is the interim president?
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Postby Richard Kaufman » 04/14/11 02:52 PM

Don't think there's been any movement yet.
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Postby KirkG » 04/14/11 05:49 PM

They voted on it at a special meeting on Tuesday.
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Postby Terrence » 04/14/11 06:34 PM

Well, I believe they met about it. There's a stay-tooned post on the MC Forum from Rich Cowley.
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Postby Richard Kaufman » 04/14/11 07:27 PM

Oh, well someone please post when the news it out.
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Postby Mark W. Nelson » 04/14/11 08:26 PM

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.
Best,

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Postby Magic Newswire » 04/14/11 08:56 PM

Wait..l. I thought we agreed to let this go. Why not wait until the next pres is announced if that is the case?
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Postby Richard Kaufman » 04/14/11 09:16 PM

Well, congrats to NPH, now in the position in which LBJ found himself after JFK.
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Postby Ian Kendall » 04/15/11 03:35 AM

O RLY?

Sorry, couldn't resist...
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Postby Jonathan Townsend » 04/15/11 09:13 AM

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.
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Postby KirkG » 04/15/11 10:43 AM

Remember, it is not just about who is president, but who is added to the board to fill the vacancy.
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Postby undercut » 04/20/11 01:23 PM

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.
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Postby undercut » 04/20/11 01:49 PM

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?
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Postby Terrence » 04/20/11 02:27 PM

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!
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Postby Dustin Stinett » 04/20/11 02:45 PM

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.

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Postby Terrence » 04/20/11 03:49 PM

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.
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Postby Dustin Stinett » 04/20/11 04:55 PM

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.

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Postby George Siegel » 04/20/11 10:20 PM

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.
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Postby Terrence » 04/20/11 11:48 PM

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

Hmmm March 9, 2011 ?? Who was reviewing this?
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Postby Brian Tolman » 04/21/11 03:42 AM

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 :)
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Postby Brian Tolman » 04/21/11 03:43 AM

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?
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Postby Terrence » 04/21/11 09:22 AM

I was wondering about that! George -- who told you about the financial report? There's still no announcement!
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Postby George Siegel » 04/21/11 10:20 AM

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?
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Postby George Siegel » 04/21/11 12:30 PM

Aw heck. I'll go ahead and post an announcement in the MC forums.
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Postby Dale Boatman » 04/21/11 12:57 PM

Thanks George.

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

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Postby magicam » 04/21/11 01:37 PM

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?
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Postby hscheie » 04/21/11 08:54 PM

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.
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Postby Dustin Stinett » 04/21/11 09:00 PM

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

Using your math, all magicians are pedophiles.
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Postby hscheie » 04/21/11 11:14 PM

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.
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Postby Dustin Stinett » 04/22/11 01:50 AM

Hal,

How ever you want to word it, you are still making a sweeping generality that is inconsistent with reality. We only hear about the scam artists. News is not made by all the various millionaire celebrities and movie/TV/sports stars who have very honest people working for them every day over all the many decades. In relative terms, your example, which you clearly want to make some kind of rule, is actually a rare exception.

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Postby Brian Tolman » 04/22/11 01:50 AM

hscheie wrote: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.


Same headlines show that Doctors, Lawyers and business people that should have know better.

While the point that I think you were trying to make was "being a celibrity does not automatically make them a good business person." I think you choose a bad example.

However, in the case of Neil Patrick Harris, I do think he is a good business person, and he is an asset to the board.

Do you think otherwise, Hal?
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Postby Brian Tolman » 04/22/11 02:01 AM

magicam wrote:
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.


Actually, it would. Since they have choosen to post anonymously, we can only assume that they are not legal expert. If they used their name, we, the audience, could judge if we considered them qualified to make statements regarding matters of law. See, being a lawyer, in my mind, and the minds of "average person" means they have the knowledge and training to make and educated judgement on an issue of the application of a Corp Code over the Bylaws of a an Organization like the Academy.

magicam wrote: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?


I'm not a lawyer, so I have no idea.

:)
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Postby Dustin Stinett » 04/22/11 02:07 AM

Brian,

While I wouldn't expect you to know it, "Magicam" is pretty well-known around here. He is Clay Shevlin: A corporate attorney.

One more thing: All people are easily fleeced. The wealthy have the money, which makes their class target rich. But so too are the elderly and greedy/lazy middle and upper middleclass looking for an easy buck: For every person scammed there are thousands who are not. For every dishonest business manager/money manager (et al) there are thousands that are honest. We never hear about them.

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Postby Terrence » 04/22/11 07:37 AM

Dustin - I think Brian is responding to the anonymous 'undercut' and Hal -- mostly?

Anyway, magicians should understand the notion of 'easily fleeced', as we do it 24 x 7.

The AMA Membership is easily fleeced sometimes -- look at the heaps of praise in the Newsletters, and the General Meeting Webcast.

Yet Robert resigns, and the Board appears deadlocked. I really wonder just what kind of advice they have been listening to.
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Postby erdnasephile » 04/22/11 10:00 AM

Dustin Stinett wrote:One more thing: All people are easily fleeced. The wealthy have the money, which makes their class target rich. But so too are the elderly and greedy/lazy middle and upper middleclass looking for an easy buck. . .


I think the underlined is the quality that is most likely to lead one to be an easy mark; hence, the old saying: "You can't con an honest man."
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Postby magicam » 04/22/11 10:23 AM

For those who care about this mostly academic discussion:

Based strictly on the info provided in this thread (which is very little), I don't think it's clear that the AMA's BOD is deadlocked in any way (but who knows). It should be kept in mind that when Robert Lamoureux resigned, two vacancies were created: the Presidency of the AMA, and a seat on the AMA's Board of Directors. Those are two very different things in corporate life. Typically, a president is an officer of a corporation who is hired by the corporation's BOD, whereas a director is elected by the corporation's shareholders, unless there are exceptional circumstances (and in this case, Mr. Lamoureux's resignation seems an exceptional circumstance). Now, for the AMA, perhaps officers like presidents, vice-presidents, treasurers, etc., are elected by the members (the functional equivalent of shareholders), but the point is that the roles of President and Director are two very distinct things in corporate structure, and so when AMA members consult the AMA's bylaws to determine what the BOD's responsibilities are and when such responsibilities should be performed, it's important to keep such distinctions in mind that is to say, are the specific bylaw provisions addressing the replacement of the director or the replacement of the president? Finally, while undercut deserves a tip of the hat for endeavoring to dig into and understand the sometimes complex California Corporations Code (CCC), my guess is that the CCC provision he/she has cited does not apply to the AMA. That portion of the CCC applies to general (i.e., for-profit) corporations, whereas, generally speaking, the non-profits are governed by CCC Section 5000 et seq. Really, this is all stuff that should be resolved by the AMA's counsel, BOD, and members.

P.S. D., I'm not a corporate attorney. I'd be dead from boredom if I were. ;)
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Postby Dustin Stinett » 04/22/11 01:09 PM

Clay,

My bad, its real estate, yes? (But, of course, you are still a legal expert.)

Terrence,

I see what you mean; while he quoted Clay, I see now that he was in fact referring to undercut. Sorry Brian!

Regarding the Castle Boards officers: Im fairly certain that the Castle BoD elects its executive officers, and not the membership at largewhich is pretty common (its exactly how the board Im on does it).

Like the one I am on, this board has a president, not a director. The BoD hires the General Manager of the Castle for its day-to-day operations. It then decides as to what level(s) of power it bestows on that manager. Clearly, from other posts that have appeared here, the power that has been delegated to the GM by the board (and not just by Roberthe does not have unilateral powers to delegate; a majority of the board has to agree) is more than some membersboard and at largeare comfortable with.

I just want to see that the organization is run in a manner that is profitable enough so a reserve for the hard times is maintained, but also in a way that the membership and its guests are respected and appreciated (and doesnt lose sight of its stated mission, which is the betterment of magic).

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Postby Terrence » 04/22/11 09:07 PM

The President of the AMA is also member of the BOD - he/she is chosen by the directors to preside over the BOD Meetings and perform the functions of the President - the choice is normally made after a new BOD is elected, so in this case we lost a Director who happened to be President. So NPH is acting President until a new director is appointed, next week, at which time the 7 Directors will either appoint NPH, or choose a different Director as President, thru the next election cycle, next year.

What I'm more concerned about -- parliamentary procedure and by-laws aside, is the Financial Report. We seem to have a whole heap o' red ink. That's gonna be a top priority.

Seems someone or someones not too big on oversight here. I happen to know three of the BOD Members, and there is no way they would let this happen. Wonder what our Treasurer has to say? (See the webcast)
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Postby George Siegel » 04/23/11 12:03 PM

I find the red ink issue to be very disturbing. Why weren't members made aware of the problem months ago? Why isn't it getting much coverage even now? And where are the plans to correct the problem before we burn through our cash reserves?

It occurs to me that we never had the various sorts of problems we now face while Brian Tolman was on the board. Maybe he should be appointed to fill the vacant seat. He's done it before so he knows the process.

Of course someone will point out that Brian is an associate member and the vacancy is for a regular member, but that's easily resolved. All they have to do is re-establish Maurice as a regular member. The door is then opened for Brian.

Just a thought...
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