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Get out the vote?
by Patti Eagloski Schoen
May 15, 2010 | 4093 views | 0 0 comments | 17 17 recommendations | email to a friend | print
If a Board of Directors (Board) meeting is called and only 20 percent of the members of the Board attend the meeting would the decisions of the Board be considered binding? The answer is No. Under the West Virginia Business Corporation Act (Act), a comprehensive Act which addresses all facets of corporate activity, a corporation may not conduct corporate business or affirm any actions made on behalf of the corporation if a quorum of the Board is not present. This effectively prevents a minority of the corporation’s Board from setting corporate policy and making corporate decisions that the majority of the Board might consider harmful or not in line with the corporation’s stated positions.

The Act establishes uniform procedures and processes by which corporate entities must operate when doing business in West Virginia. It protects the citizens of West Virginia from financial harm by requiring all entities to comply with the Act. Our State Constitution charges our State with the responsibility of protecting our citizens from undue harm brought on by others through the use of the Public Policy Doctrine. However, our Constitution does not and can not protect our citizens from harm that our citizens bring upon themselves.

What harm? Presently, the citizens of West Virginia are allowing our State government to be run by less than 20 percent of the registered voters (for discussion all of our State’s registered voters will be the Board). If one applies the portion of the Act discussed above to the primary election held yesterday, the results of the primary election would be thrown out. The Act prevents a minority of the Board members (here, a minority of our registered voters) from getting together and making binding decisions for the corporation (our State) that are often in direct conflict with the interest of the majority of the Board and stockholders (a majority of the citizens of West Virginia).

How is this possible? I have never seen any political campaign material that says “Stay home on election day “ or “Do not vote for me on election day.” One who has children of school age or who is employed by the school board or works for the local, state or federal government would be hard pressed to say one did not know, Tuesday was election day ( hum, the kids do not have school because the schools are used as polling places or you have a day off work in the middle of the week). All the loyal 580 AM talk show listeners, the 107 listeners in Mason, the loyal newspaper readers — online or hard copy, my Facebook fans, “twitters” and members of Rotary, the Chamber, church groups, unions and non-union members and all the regular Joes knew the primary election was Tuesday and each one had the opportunity to vote.

A stockholder would be rightfully enraged and would have a civil action against a corporation which consistently permitted a minority of Board members to set the corporation’s mission, policy and budget. Yet, for decades our State has been run by officials who have been elected by less than 50 percent of those registered. Yet, one wonders why West Virginia is not flourishing and business is not eager to locate here (hum, I would not invest my money in a corporation that lets a minority of the Board members set the corporation’s policy,

While the above is just food for thought, I want to personally thank all of those who chose to run for public office. Each of you should be commended for your personal interest and vision of West Virginia and the many sacrifices your family and friends made to help you.

Disclaimer Please note — this article does not and cannot express an opinion of the individuals elected, rather it addresses the concerns one should have when less that twenty percent of the registered voters make election choices for the eighty percent plus who fail to vote.

Should you have any questions or need further assistance, please feel free to call me on the cell phone number listed below.

Delegate Patti E. Schoen can be reached at 304-340-3141(capitol phone) or 304-415-0411 (cell), or by e-mail at pschoen@mail.wvnet.edu. For more information please check out www.pattischoen.us and www.legis.state.wv.us.
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