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Number 1 Shimbun

Letter to the Editor:

Letter to the Editor:

Roger Screffler’s letter to the editor last month referred to a new by-law “prohibiting associate members serving on the board from voting on press-related issues including who qualifies for regular membership.” If the proposed by-law change was passed by the general membership meeting, it certainly has not been communicated to the associate membership. I would expect the associate membership to be unhappy with this kind of restriction, or with any kind of restriction placed on associate board members.

I do wonder what is so special about “press-related” issues that associate members would not be able to have a valid opinion about them. How is “press-related” defined? In the end, the question is whether a vote is in the interest of the club as a whole. I can well imagine situations in which associates are quite capable of judgement on these matters.

Recent history of the club provides us with enough examples of journalist-dominated boards taking business and personnel decisions which – lacking relevant business experience – they were not qualified for. Outsourcing, and the move to a new building, just to mention the two most important decisions of recent years, are examples. Would Roger not agree that we should then also consider a similar by-law change to restrict voting by regular members on non-press issues? Issues that specifically relate to business or personnel matters? But this is not the point I want to make.

The main issue is whether it is possible for by-laws to restrict any board members’ voting power without restricting their fiduciary responsibility. Every board member has a fiduciary responsibility that cannot be restricted, not even by by-laws. I trust the kanji would agree and that this particular by-law change therefore is invalid.

Willem Kortekaas

Associate Board member

Published in: May 2018

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