law case

FACTS: THE Decision Sciences Institute, Inc. (DSI) recently held balloting to amend its Constitution.  Members are required to give their physical addresses but not their email addresses because of privacy issues.  The balloting was conducted by sending e-mails to members asking them to cast their ballots using the Internet utility “Survey Monkey.”  After the ballots were cast, Survey Monkey closed without notifying Members that they should copy their ballots and their votes.  The Survey Monkey ballot did not provide the Members the opportunity to sign their Ballots.  Unfortunately, only one member is known to have retained a copy of the ballot he cast.  A review of the roster of members to which the ballots were sent disclosed that 18 members did not receive ballots.  The Decision Sciences Institute Inc. did not preserve copies of ballots cast and it is not known whether or not all members received ballots.  It is known that approximately 500 of about 1,400 members cast ballots and there is anecdotal evidence that some members to whom email ballots were sent did not receive ballots because their screening processes diverted the ballots to junk mail.                                                                                                                                                                           The DSI Board intended to amend the Constitution to remove the vice presidents elected by the regional subdivisions.  However, the ballot did not offer any amendments to ARTICLE VII, the composition of the Board.  Undaunted, the Board removed the 9 vice presidents elected by the regional subdivisions and 9 vice presidents elected at large and replaced all of them with six named vice presidents.  The Board then covered up their action by amending ARTICLE VII to make it conform to what they had done without informing the membership and by removing the Constitution from the DSI website.  Their justification was that the Board had the right to do so.       Over the past 40 years the Regional subdivisions have served the professional development needs of about 68,000 faculty members in their annual meetings while the Institute has served the professional development needs of about 44,000 Members in its Annual Meetings.  The actions taken Board have caused the regional subdivisions to reconsider their allegiance to the Institute.