A special meeting of the membership of the Internet Merchants Association was announced yesterday ( Sunday, July 6th, 2008 ). This meeting, called by and for the rank & file members of the association, scheduled to begin on July 10th, was to be held in a secure Internet conference format.
According to the Association bylaws (as they existed at the time this meeting was called), there were no rules defined in the IMA rules to prevent a member meeting, special or otherwise, from taking place on the Internet or anywhere else. The bylaws previously stated any meeting held must include attendance by 50% of the association membership, but the rules did not specifically preclude this or any meeting from occurring online.
That is, until late in the evening last night.
Apparently, from reports on this publication and others, the Board of Directors of the IMA called their own special meeting in the middle of last Sunday night. In this special secret meeting of the BOD the rules for assembly were changed to prevent the aforementioned special meeting called by the membership from occurring. Prior to last nights changing of the rules, the membership of the IMA could call a meeting anywhere, now after the changes made by three board members of the association, meetings must be held in person in the State of Florida.
Members of the IMA are concerned about a last minute change by the Board of Directors of the Internet Merchants Association of the Association bylaws apparently meant to prevent the membership from holding a meeting designed to be held on an Internet forum and presumably intended as a means to elect a new Board of Directors and President.
The membership believed the bylaws of the Association would allow such a meeting and that any new elections or actions which occurred during said meeting would be binding. This very well could have been true, until the rules were changed in the middle of the night.
The membership of the Internet Merchants Association reportedly live in several different States and countries. Presumably not all, or even half of the membership would not be available to travel to Florida for any special meeting held under circumstances of crisis such as has been recently reported at the IMA.
The latest reports and comments now openly call for the involvement of the Florida Attorney General in this matter. Several members of the IMA have posted links and contact information for the Attorney Generals Offices in Florida, along with an outline of the basis of a complaint against the Board of Directors of the Internet Merchants Association.
These members feel the last minute change of the bylaws, which now prevent the membership from meeting without the blessing of the BOD, has been an illegal act. Organizers of this official complaint want as many members of the IMA as possible to file complaints with the Economic Crimes Division of the Florida Attorney Generals Office in Tallahassee.
The following is quoted from a comment posted on another site (And apparently on the IMA Discussion board).
We now believe that it is in the best interest of the membership of the IMA to begin filing complaints with the Economic Crimes Division of the Florida Attorney Generals Office.
We want them to receive multiple complaints tomorrow. You can fill out the complaint report by going here:
[url]
http://myfloridalegal.com/Contact.nsf/Contact?OpenForm&Section=Economic_Crimes[/url]
The official address of the IMA is :
Internet Merchant Association
11792 Osprey Point Circle
Wellington, FL 33449-8367
phone: 561 615-1471
The three remaining Board members are:
Steve C. Grossberg
sgrossberg@budgetvideogames.com
Ben Mandell
ben@avianaorlando.com
Cathy Aggelopoulos
info@visibilityunlimited.com
Under question or comment, you should state that The Internet Merchants Association is a Florida Corporation.
The primary complaint is that a Special Meeting was called by the membership to be held online, since IMA members are located throughout the US, Canada and the United Kingdom. After the meeting was announced, the Board of Directors changed the bylaws regarding where the meeting could be conducted, in an attempt to stop the meeting. Please note in your complaint that 3 of the 6 remaining Board of Directors resigned from the organization in the last 4 days.
If you prefer, you can call the Florida Attorney Generals Office at 850-414-3300.
We need as many of you as possible to file this complaint. We believe the actions of the Board of Directors to be illegal, and need to make sure that we have multiple reports into the Florida Attorney Generals Office, so that it gets the appropriate attention.
Board of Directors and Moderators - Please note that any removal or modifications to this post may be legally considered as grounds for obstruction of justice.
