AMASC World Association of Alumnae and Alumni of the Sacred Heart “AISBL” Fight Poverty 2006 – 2010 Helmond, 2010 May 11. Dear Emilia, Thank you for your letter in Spanish and English. It took me some time to answer you, because I first needed a correct translation from your Spanish version to understand better the content of your letter. Attached you will find your letter and this translation. Some general remarks before going into the 10 points: A. An association with legal status has two sets of rules: Statutes and Bye Laws, in Spanish: Estatutos y Reglamento de orden interno. AMASC has Statutes and Bye Laws and it is important not to confuse these two different sets of rules. The statutes of AMASC have been drawn up by a Belgian notary, alumna of the Sacred Heart in 2000, amended in 2005, and the Bye Laws have been voted on and accepted by the General Meeting in Rye Brook in April 2006. B. As you know a meeting of the Board of AMASC was held on Tuesday April 5th,, 2010. To this meeting all national presidents and emeritus members were invited by an email of March 22nd, 2010. When you arrived on Wednesday April 7th only minutes before the General Meeting was to start, regretfully there was no opportunity to brief you beforehand on the outcome of the meeting of the AMASC Board and national presidents of the previous day. C. Please find herewith the text of the explanation Jacqueline Klomp-Verhoeven gave at the Board meeting. This document is titled: ‘Observations on the documents and discussions about the Amendment of article 13.2 of the AMASC Statutes’. At the General Assembly Jacqueline again went through this document so that the main items should go on record in the Minutes of the General Meeting. Now the 10 points you state in your letter: Ad 1: This raises a question on our side: does your association only have Bye Laws, as you write, or also Statutes, giving it a legal status? Ad 2: I have no doubt to believe that elections for the members of your national association are elected to your own rules, and so does AMASC choose it’s directors to its rules Ad 3: I take notice of this. Ad 4: It is always difficult to react to emotions as you expressed under this point. And I was disappointed to learn that you have experienced, as you wrote, a total absence of friendship and lack of the Sacred Heart spirit at the meeting. From the many reactions not only I but also Jacqueline, Claudia and Gillie got after the General Meeting we were comforted and reassured that, although we all regretted the outcome of the General Meeting as far as the cancellation of elections was concerned, for AMASC the best possible result had been achieved. And this in an atmosphere of respect and cooperation with and towards all concerned. In an association as AMASC, where we all, coming from so many different cultures, meet as volunteers I experienced the strong bond there is between us all: the education at the Sacred Heart school, tying us in friendship and the ‘esprit du Sacré-Coeur’. I deny that that spirit was lacking, on the contrary, I feel we were guided by this spirit to bring this difficult passage of AMASC to a conclusion accepted by all present, as the votes show. Ad 5: As stated above under A there are Statutes and Bye Laws in AMASC. And the matters at hand in subject 6 of the agenda of the General Meeting were a possible amendment to article 13.2 of the Statutes and proposals from JASH to change certain articles of the Bye Laws. On the premise that when you wrote: “The bye-laws THAT YOU ADOPTED must be respected….”you mean the AMASC Statutes I answer you the following: Of course Statutes and Bye Laws must be respected, BUT they can also be amended/ changed. And that was the matter at hand: a proposed amendment of article 13.2 of the AMASC Statutes. For the history of how all of this came about I refer you to the above mentioned document of Jacqueline: ’Observations…. Etcetera’, in which you will find the answers concerning your remarks on this subject. Ad 6: It is not at all clear to me why or for what you accuse the Board of directors of intransigence. But your accusation of intransigence of the Board of directors for whatever reason, and especially as it is generalized by you that that would be the feeling not only of you but of all the national presidents and of all in attendance at the congress, is so serious that, if that were really true, which I can not and will not believe, it would and should have been reason for the Board of Directors to immediately step down. As this would be a motion of censure. I can not believe it as in the meeting of the Board on Tuesday both the directors and those national presidents present at the meeting were unanimous in their opinion that the decisions to be taken at the General Meeting, - as they have been- , were in the best interest of AMASC. So I disassociate myself from this, your opinion. Ad 7: Presentation of candidates, as far as they were present and had identified themselves as such, was done, as scheduled, at the meeting of the Board on Tuesday, as it is always done in AMASC. As far as presentation in the General Meeting is concerned: Once more: the General Meeting decided not to hold elections and therefore there could be no presentation of candidates. The main reason for not holding the elections being that there were not enough candidates to construct a full Board of directors. According to our Statutes, as you know, a minimum of 11 (eleven) members is required and there were only nine valid candidates. Ad 8: During the – closed – meeting of the Board and national presidents on Tuesday it was explained in more detail why the three nominations from Peru had to be invalidated. The main reasons and you know them, as since the end of November 2009 I have explained them to you in many emails and telephone calls, are that apart from the missing of curricula vitae there was no written proof that these candidates accepted their nominations nor did they send their motivation. I attach a copy of my email I sent to you on February 15, 2010, in which I list all of the emails and phone calls I had with you on this subject. In the case of nominations for director of AMASC certain formalities must be observed. AMASC Bye Law 9 specifies in detail how these nominations be done in order that they be valid. And I have pointed them out to all national presidents when I asked for nominations during the course of 2009. The mere fact that somebody is nominated for a second time as you mentioned was the case of Marita Machiavello does not except this nomination from following the required procedures. Out of consideration for both you and the three other nominees we thought it not appropriate to go into detail about all of this, unless somebody asked. But no one did. Ad 9: During the General Meeting Cristina Castro stated very clearly why she had withdrawn the nominations of herself and the others to become part of her team. That was very clear and understandable. There was no need for a further explanation on my side. It may be in your Bye Laws, as you wrote under point 3, that someone, having served and stepping down must wait another full term to be re-elected. But in the AMASC Statutes there is no regulation that if someone steps down during her term she can not stand for election when a new term starts. In fact I had already advised both Cristina and Ana in early 2009 that a possible solution to their predicament could be that Ana resign from the Board during this term. Ad 10: With the answer above I have already given you the answer that according to our Statutes art. 12, there is nothing illegal to the fact that Ana having resigned during her term, could stand for election for the next mandate. Ad 11, 12 and 13: As I explained to you above, when dealing with elections and nominations an association, and especially AMASC with registration in Belgium, must absolutely follow the rules put down in Statutes and Bye Laws. If ever it were to become clear that members of the Board of AMASC were not elected according to the procedures as written down, among others, - in Bye Law 9 the legal status of AMASC might be in jeopardy. Ad 14: The Board of Directors realizes the problem that arises due to costs and other impediments for members, and for that matter nominees, to attend the extra ordinary General Meeting. But our Statutes provide the possibility that members of AMASC, i.e. national presidents, be represented by another national president or a member of their own national association. The national president concerned has to give a proxy (in Spanish: poder) for this representation. And although Bye Law 9 requires that nominees be present at the General Meeting in which they stand for election, there is also a clause that if there is a valid reason the nominee may be excused from attendance. This has happened in the past, I know. Ad 15: Of course all members of AMASC will, and have to, receive the information of the nominees that is: the proposal by the national association, their acceptance of nomination, their motivation for becoming director of AMASC and their curricula vitae, all as written in Bye Law 9. We have, of course, considered to hold, as you suggest, a so called virtual meeting, by email, mail or even conference call. But that is regretfully not possible in this case. For according to Bye Law 21. 3 in a virtual General Assembly all decisions must be taken by unanimity and for a subject as voting for new directors of AMASC that would be very difficult. For there are always abstentions or even “no” – votes at elections. We cannot take that risk. With this letter I hope all your questions are answered. Because I am convinced it is important to answer you within reasonable time you will find my letter in English. The translation in Spanish and French will be sent to you ASAP. Love and prayers, Hermine van Asten-Wennekers AMASC President