Scandinavian Society to Employ Executive Director

Twenty one members assembled at the Annual General Meeting on Thursday 7 May 2009 decided to change the bylaws of the Society so that they now stipulate that the Board must employ an Executive Director to manage all activities of the Society.
The meeting also decided to cut down the number of board members needed according to the bylaws. The reason was that the outgoing board had not been able to find enough members willing to  stand for election as requested in the bylaws. So instead the bylaws were adjusted to fit the number of candidates, they had.
The unusual procedure was possible because there are no clauses in the bylaws of the SSS stating that a certain number of  members must be present at the AGM in order to have a quorum or in order to pass bylaw changes. The bylaws also don’t say that a certain percentage of the present members must vote for a bylaw change for the change to pass. Another common bylaw clause in many associations is, that changes to the bylaws must pass on two consecutive General Meetings, but this is also absent in the bylaws of the Scandinavian Society Siam.
When it came to a vote, the new numbers passed with 13 members voting for and five members voting against – incidentally all the four Danes present plus one Swedish member in the meeting.
In fact the numbers in the proposal distributed to members in the invitation to the AGM were not the ones passed, but it was explained that the spirit of the proposed changes were that there should only be five other board members apart from the Chairman, so the word “six” in the distributed proposal should just be changed to five.
The AGM then voted in the following board for 2009-2010: 

Chairman : 
Eid Alexandersen
– Eid Alexandersen was traveling in Vietnam but had acording to Hakan Skoglund accepted the nomination. Her candidacy was warmly seconded by Anders Lundquist, Jan Eriksson as well as by her husband Leo Alexandersen.
Members :
Martin Mellblom
Kristian Bo
Elina Koski
Nappakamon Anant Laasholdt
Birgit Brantenberg, 
Substitutes :
Pia Frederiksson
Erik Dahlstrom
The procedure for voting in board members as stipulated in the bylaws were complied with in a particularly creative way by the Chairman of the meeting, Hakan Skoglund, who had also audited the accounts of the outgoing board. In the bylaws it says that the members must vote among the proposed candidates and the ones that receive the lesser votes are then substitutes. He proposed all raised their hands when he mentioned the first five names on the list and then he would himself abstain from voting on the last two, thereby automatically making them substitutes.
Leaving the board were Bente Sustmann, Jorgen Udvang, Gunnar Sjobeck, Par Kageby, Henrik Krassny, Thomas Raldorf, Inge Skak-Jorgensen, Fredrik Ohrn and Mads Lovig.

No names mentioned
The proposal to assign the responsibilities of the activities of the Society to an Executive Director was presented as a change in the Bylaws paragraph 4.5. The old wording said that if necessary the board may employ paid help. The new paragraph states that “the administrative work of the Society, editing of the Bulletin, advertising sales, planning and preparation for parties and events and recruitment of new members is the responsibilities of the Executive Director”.
Discussing the issue, Jan Eriksson raised the question if the outgoing board already had a specific person for this position in mind. Hakan Skoglund confirmed that to his understanding this was in fact the case but he suggested that a decision was made on the principle first, whether or not the Society should have an Executive Director. He further added that it was his understanding that the Executive Director could not be an elected member of the board at the same time.
Jorgen Udvang presented in details the calculation on the proposed wages. It was to be composed of a basic 30.000 baht monthly wages, plus a percentage of the membership income and a part of the Bulletin profit.
The meeting voted, however, in favour of a suggestion by Leo Alexandersen to leave all these details out of the bylaws and simply state that the Board is authorized to select and negotiate the employment contract for the Executive Director.

Normal proceedings
The AGM was the 90’th of the Scandinavian Society Siam, which was established in 1920. It started a bit late in order to see if not more members would come, but apart from six members of the outgoing board only fifteen other members showed up.
The members were welcomed by Treasurer and Vice Chairman Gunnar Sjobeck on behalf of Chairman Bente Sustmann who had been transferred abroad together with her husband. He suggested election of Hakan Skoglund as Chairman of the meeting.
Hakan Skoglund gave the word back to Gunnar Sjobeck who presented the accounts of the past year with a remark that since the closing of the books, the members had now been invoiced for the coming year. The accounts were approved without further comments.
Par Kageby then presented the party activities of the past year. He regretted that too few members had wanted to join some of the activities which had consequently to be canceled, but the events carried out had been very successful.
Jorgen Udvang presented the activities of the sections. Anders Lundquist complained from the floor that the leaders of the sections were not even there to report on their activities themselves. Further questioning by Klaus Stoeve revealed, however, that they had actually not been invited to come and make their presentations.
Elina Koski then presented the current membership numbers. There were 192 memberships accounting for a total of 315 members. She reported that a special effort had been done to find people whose emails had bounced or mail been returned.
Jorgen Udvang reported on the two Bulletins produced by the board. He reiterated that it had been quite a big job because the board had decided to change the style and because of lack of advertisement sales, the Bulletin had been giving quite a loss. 
The meeting then proceeded to discuss the bylaw changes that had been distributed to the members before the meeting.
Apart from the proposal to change the number of board members and employ an Executive Director, it was also proposed to change the frequency of the Bulletin mentioned in the bylaws to be six specific months. But to provide more flexibility to the new board, Hans Henrik Melchior suggested that the wording was changed to “six times per year”, which was then approved as the new paragraph.
The meeting ended with members giving suggestions and advice to the incoming board.
Leo Alexandersen said that in his opinion he Society should realize that its strength was to arrange parties and not to run a golf club, a football club, a bicycle club etc. These were nice activities, but were were all doing quite well with or without the Society. Klaus Stoeve expressed his support of this view.
Elina Koski added that by the end of the day it as up to the members to back up activities arranged by the board. If members did not participate, nothing could be carried out. 
Eventually, after two and a half hours of debate, Hakan Skoglund declared probably one of the longest AGM’s in the history of the SSS as closed.

Background documents:

About Gregers Møller

Editor-in-Chief • ScandAsia Publishing Co., Ltd. • Bangkok, Thailand

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