Proxy Fight Centers On DMA Board Nominations

At the heart of Gerry Pike’s proxy fight against the Direct Marketing Association are two resolutions which would give members significantly more control over board member nominations.

Currently, “we don’t hear from our members; they are shut out,” Pike said in an interview on Sept. 25.

According to Pike, he had attempted to place the resolutions on this year’s Oct. 18 annual meeting agenda through normal DMA processes, but the negotiations went past a key deadline. The DMA’s president must be notified of additions to the annual meeting’s agenda 30 days before it occurs, Pike said.

“We had tried to negotiate these good-governance resolutions onto the agenda of the meeting in San Diego,” Pike told Direct Newsline on Oct. 1. “I am a member of the board. I brought [the resolutions] forward, tried to negotiate and management did not accept [them]. It is my first responsibility to work through the mechanisms that are available to a board member. And time ran out.”

DMA chairman Kelly Browning did not return a phone call by deadline.

On Sept. 25, Pike launched an e-mail proxy campaign, seeking DMA members’ votes. The DMA is conducting its own proxy campaign.

While the exact parliamentary mechanics aren’t clear, conceivably if Pike amasses more votes than the DMA, he might be able to get the two items placed on the agenda and passed.

One of Pike’s resolutions opens the nominating process for the DMA’s board of directors to its voting members. The other calls for the board chair and other officers to be elected by voting members.

The motions stem from Pike’s concerns about how board members are nominated. Pike, a current board member who was eligible for a second three-year term, was not re-nominated.

Additional language within the two resolutions calls for nominations to be made at the annual meeting, and that the entire slate would be voted on at that meeting.

The full text of the resolutions follows:

Pursuant to Article V, Section 1 of the Association’s By laws, by the written request of three percent (3%) or more of the voting members, we hereby add the following items to the Agenda for the Association’s Annual Meeting to be held at the US Grant Hotel, 326 Broadway, San Diego, CA 92101 in the Presidential “D” room on October 18, 2009:

Resolved: That, notwithstanding any other provision of the Association’s charter or bylaws, voting members shall be allowed to nominate members for election to the Association’s Board of Directors at the Annual Meeting, such nominations to be made from the floor and any such nominees to be added to the list of nominees and the entire slate to be voted on at the Annual Meeting. If there are more nominees than there are seats on the Board to be filled, then the seats shall be filled with those nominees receiving the highest number of votes. This resolution shall become effective immediately upon its passage and this provision shall be in place for the Annual Meeting held in 2009 and for each Annual Meeting thereafter.

Resolved: That, notwithstanding any other provision of the Association’s charter or bylaws, the Chair of the Board and each other officer of the Board shall be chosen by the vote of the voting members of the Association, taken at the Annual Meeting for that purpose, and if the Chair or other officer that is so elected is not the same person as the Chair or other officer then in office, then the Chair or other officer that is elected by the vote of the voting members shall be the Chair or officer of the Association for all purposes, effective upon such vote. This resolution shall become effective immediately upon its passage and this provision shall be in place for the Annual Meeting held in 2009 and for each Annual Meeting thereafter.

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Note: An earlier article stated that Pike had received 200 proxy authorizations two hours after his initial e-mail solicitation on the morning of Friday, Sept. 25. According to Pike, while he had received 200 responses to his message, he has never – and will not – reveal the number of proxy authorizations he has received before the meeting on Oct. 18.