The 1964, 1965 Elections
In November of 1963, at the approach to the January, 1964, elections the voting membership stood at 6 persons: Aaron, Boyfrank, Lambert, Ryceman, Slater, Steinert. As the corporation members had done for years previous, they discussed the possible candidates for the 3 vacancies for voting membership. At the 11/24/63 meeting it became clear that two factions were developing on who we should elect if at all. Boyfrank, Aaron and Lambert were opposed to Billy Glover and were mildly in favor of Thelma Vargas and Lew Bonham & Bob Winn, etc. Ryceman, Slater, and Steinert favored Billy Glover and were opposed the others for various reasons. It was finally agreed to submit the names of Glover, Hay, and Burnside as candidates, and if they declined to have their names up for voting members we would ask alternate candidates, Vargas, Reuben Bush, and [W]inn (see minutes 11/24/63 and 1/12/64). It was also agreed that as usual we would vote on one candidate at a time.
Ryceman was to vote by proxy because he worked at night and could not attend the elections. By the time of the annual meeting it was clear that we could not get Glover elected, because it takes a two-thirds vote to elect a new member. But we were equally sure that the Lambert faction could not get in Bonham, Bush, Winn or Vargas. The only persons who had a chance were Hay and Burnside. At the 1/12/64 meeting Boyfrank had resigned from the board of directors saying his health would not permit him to continue (see minutes).
At the 1964 annual elections (see minutes Jan. 25, 26, Feb. 2) we were surprised to be told we must write in three names on the ballots to fill the three vacancies. We objected to this method of balloting as being unusual to our practice. However, using Tonys proxy we voted for Glover, Hay and Burnside. Hay and Burnside were elected. This changed the balance of the vote, giving us now 8 voting members with one vacancy left, and Glover, Bonham, and Winn to choose from. Lambert immediately objected to the further use of Tonys proxy vote in the elections. No one could tell how Hay and Burnside would vote, although I had spoken in favor of Glover, and Lambert had-spoken against him. The chairman ruled that the proxy that had elected Hay and Burnside could not be used to elect any more candidates, and that we must write in one of the names from the slate of 3 remaining candidates. So we had 7 persons voting (disallowing proxy), and we needed 5 in agreement to elect, but we could not make it.
Normally we would have left the vacancy until the following year, since our by-laws read: Failing an affirmative vote, the vacancy shall remain until the following Annual Meeting. But we cast at least 6 ballots with Hay and Burnside voting and without Tonys proxy, but we could not fill the one remaining vacancy.
There were charges and counter-charges. I complained of being deprived of Tonys proxy, and of continuing the argument about balloting procedures in front of our guests (there were some 40 present). I moved that we have a recess until the following day so that the members could discuss the situation, and try to come to some agreement, or that we accept the one vacancy and wait to fill it at the next annual meeting. But the chairman pressed the vote. As the evening got more messy, Hay and Burnside resigned from voting membership, throwing us back to the membership of 6 and 3 vacancies. We continued to vote again and again but we could not elect anyone. The chair again insisted we write in 2 names though we only wanted Glover now.
Anthonyarrived at 1:30 the next morning and we cast many more ballots until finally Winn and Bonham were announced by the Chairman as elected. As soon as Ryceman, Slater and Steinert were able to check on how they had voted, they realized that Winn and Bonham could not have been elected by a two-thirds majority since not one of them had voted for these gentlemen. Both Slater and Ryceman challenged the election of Winn and Bonham throughout the year at regular corporation meetings. Slater even sought legal help, but was advised if he took the matter outside the corporation proper he would be dropped from membership.
Steinert went to Europe in the Fall of 1964 on Corporation business. He announced that he might not be back for the 1965 annual meeting, and he was given an absentee ballot (see minutes corp. meeting 9/25/64). While in Europe he wrote for news of the corporation business. But he heard nothing until, January 14, 1965, in a letter dated 12/26/66, that he would not be allowed an absentee ballot after all, and the corporation was considering by-law changes of a quite serious nature (which require at least a one month notice be given to each member (see by-laws). It was too late for Steinert to change his plans and get back to L.A. by the 29th of January.
Meantime, Aaron resigned from the board of directors in Nov. of ’64, and Bonham, who we contend was never legally elected to corporate member ship, was appointed to serve in his place until the annual elections. Unlike previous years, there was no corporation meeting called to discuss candidates for the 1965 elections. Instead we got notice (12/24/64) that if there was to be any nominations, and it was not clear that there would be, that they would be made by the directors in accordance with the by-laws. I asked that by-law changes not be considered since Steinert was out of the country, Aaron had said he could not attend the annual meeting in 1965 in all likelihood, and I too could not be there. That left Boyfrank, Lambert, and Ryceman for such serious business, plus Winn and Bonham, who we claimed were never legally elected.
Ryceman attended the 1965 annual meeting (see minutes 12/29,30 and 2/5/65). On Friday evening there was a quorum since Joe Aaron was able to attend that session after all. Ryceman called for the business that had to be conducted at the annual meeting. But the chairman dragged the meeting, and it finally adjourned without any business being conducted until the next day, Saturday. But a quorum did not show up on that day, and although Ryceman asked that a time and place be set for an adjourned meeting, and asked that it not be held in the evening since he had to work evenings, the meeting was adjourned without setting time and place which meant that the next meeting was a ?special? meeting and not a continuation of the annual meeting according to Robert’s Rules of Order and the Calif. Civ. Code. All annual business had to wait to the following year. The directors set the time and place of the 2/5/65 meeting and called it the adjourned session of the 1965 annual meeting. I attended and protested that it was a special meeting, and that by-law changes and elections could not be held legally. I protested once again the 1964 elections of Bob Winn and Lew Bonham. Bob Winn said he didn't care whether he was legally elected or not. Lambert said that the directors had decided to take Steinert’s absentee ballot away, that they were going to make the by-law changes, and elect additional members, and that I should be dismissed as a corporate member. I withdrew in protest.
Ryceman went to the corp. meeting of 3/21/65 to talk with the new members about our complaint, but he was not permitted to speak by Lambert, who said the matter was settled. The new members were asked to vote on Ryceman’ dismissal at the same meeting.
When Steinert returned to L.A., Ryceman and Slater and he discussed the situation. Both Aaron and Boyfrank had resigned as directors, leaving the corporation with only one director, Lambert. Lambert claimed the organization owed him at least $42,000. He and Bonham and Boyfrank and Aaron had voted to remove the library of ONE, Inc., and make it a separate corporation (see minutes of meeting 1/15/65). Slater was to be removed from the corporation payroll and so was Glover. The research division of the corporation was to be given to the Institute for the Study of Human Resources. It appeared that Aaron, Boyfrank and Lambert were trying to dismember the corporation and get rid of all opposition.
On April 12, 1965, in the absence of Slater, all of the editors of ONE Magazine (with the exception of one) were forced [to] resign by Lambert. For the protection of the property of the corporation, the library business records, mailing lists, etc., Ryceman, Steinert and Slater decided to move the corporation to 3473 1/2 Cahuenga Blvd. on 4/18/65, and Slater called a corporation meeting at the old Venice address on the same day to try to bring about an understanding between the warring factions and discuss the future of the organization. See corp. minutes 4/18/65.
Aaron resigned as a voting member of the corporation 4/23/65, leaving Ryceman, Slater, and Steinert in the majority.