The Limos.com Forum Has Moved!!!

but the erstwhile board of directors of NLA is going to try to jam through several by-law changes in Las Vegas. This time, unlike prior years, they didn't send a proxy to be returned by the members, but they intend to have the handful of members who attend the annual meeting in Las Vegas vote these ill-considered amendments into the by-laws.

The most ridiculous of these changes is to exclude from election to the board any person who holds a board position on a competing association. The intended effect of this is to get Joey Cirruzzo off the board. The by-law amendment hasn't even been voted on, and Scott Solombrino prohibited Joey from running again this year because the members are going to change the by-laws to prohibit it. I've heard of ex post facto laws, but never of in futuro laws. But what chutzpah! Solombino is 100% confident that the members are going to vote in favor of these amendments. Why? Because the board is going to do another one of it's illegal meetings to jam these amendments througn.

I've said it before, and I'll say it again. NLA has not conducted a legal meeting of the members, or of the board of directorts, since Day One. For details, go way back in the threads and read. But on this matter, here's how it's going to be done.

First, Solombrino will arbitrarily open the annual meeting and declare a quorum. How? By saying the room is full, so there must be a quorum. But no one counts the members who are present. Plain and simple, there has never been a count and, therefore, never been a quorum! Ever!

How do I know? Because the procedure to determine a quorum has never been followed, and the procedure isn't capable of being followed even if someone wanted to follow it.

How so? Here's what the by-laws say about any meeting of the members. The first order of business is a roll call. What's the purpose? To find out who's there and if there's a quorum (10% of voting members). Has there ever been a roll call? No. And if there was a roll call, how would it be done to determine if there is a quorum? Well, first you have to determine a list of voting members. This should not include members who are suspended for not paying dues. The by-laws don't say as of what date this determination should be made. The NLA has never owned up to the real number of members in the association who are in good standing. So let's say that by some miracle someone came up with a list. Who is entitled to speak for members which are corporations or partnerhships? There is no procedure in NLA for a member to designatge who has the right to vote for the member. So just because the room in Las Vegas is filled with a bunch of people who came to the show doesn 't mean that (a) they are members, (b) that they are members entitled to vote, (c) thet they are persons who have the right to vote for a member, (d) that they are who they say they are, (e) and that the room is usually filled because each member brings along a wife, mistress, girlfriend, employees, paramours, you name it. In short, the room is stuffed with people who do not have the right to vote, and nobody calls the roll to find out anyway.

That is really all the further you need to go to determine that no meeting has ever been legally convened, and no action taken at an illegal meeting is ever valid. So, basically, the NLA is a bunch of boys and girls playing "corporation," without a clue as to what they are doing. This is what Scott Solombrino depends on to jam through his agenda. As I have said before, "in the land of the blind the one-eyed man is king."

On a slighlty different angle, note that the by-laws say that one of the items of business is the election of directors. This doesn't necessarily mean that the vote takes place at the meeting, but it does mean that this is where the votes get counted, out in the open, in public, where they can be challenged. The by-laws provide for voting by mail, but that doesn't mean that you pick an arbitrary date before the meeting, count the votes in a backroom, and then merely "announce" the directors at the meeting. Why is the counting done in a backroom out of view of the members - figure it out, boys and girls.

I've said it before, and I'll say it again, the by-laws of the association are so inherently and completely flawed that they must be scrapped and re-written from scratch by someone who knows what they are doing and who is not picked by a few members of the board.

Let's go back for a minute and look at the by-law amendment being proposed to "can" Joey Cirruzzo. What is a "competing" association? Is there such a thing? How do associations "compete?" What's wrong with serving on two boards? It's done all the time, and usually is very effective because it brings about cooperation between the associations, not competition. Think of the biggest players in the industry who Solombrino is trying to keep from serving NLA members - Mike Fogarty, President of Boston Coach comes to mind. There are numerous others, depending on how you define "competing" associations. And who is going to determine if another association is competing or not - Solombrino? Is the Sierra Club a competing association because it opposes fuel-hungry automobiles? Is a labor union a competing association because it wants to organize limousine drivers? Carried to its logical extreme, a small group of people can define this term to keep almost anyone they want from running for the NLA board.

Rightfully, the New England Livery Association, with over 300 members in an important part of the country for livery companies, has officially weighed in against this by-law amendment and has given NLA to February 23 to respond to a letter pointing out the wrong-headedness of this amendment and registering its opposition. I hear that one or more other regional associations are lining up their opposition.

Perhaps the board and Scott Solombrino will drop this crazy amendment at the last minute now that the objective has been achieved - they already kept Joey Cirruzzo from running again this year.

Who was it that said "NLA is US?" Bull-pucky!

Personally I would just like to see an admirer of the NLA or the TLPA list the accomplishments over the, say, past ten years. Also indicate who benefited from the accomplishments. This is know way shape or form a taking sides issue.

If someone was approached by a national association in a attempt to get them to sign on the dotted line, and asked that operator to prove themselves by providing documentation that they were legit and the operator in return asked for a proof source or a resume' of accomplishments, what would that association offer up?

Maybe why there are so few defenders of the NLA with hard facts and answers?

Matt, Speaking up and being heard is part of your duties as a citizen. Understanding history is crucial to informed dissent and the reason this particular post has so many strong opinions. "Sniveling " is most noted among the unwashed-those that don't know and run their mouths like the dodo bird. Take care in wrongly applying words. Life is not as depicted in the grade school history books. All institutions are composed of people of various competence. Think about that and understand the WHY of dissent.

Do not interpret this post as a personal attack in any way. I take issue, Matt, with your suggestion that I create dissension. Is it creating dissension to point and say that the Emperor wears no clothes? Was it creating dissension for Woodward and Bernstein to write articles about Watergate? If I find myself in Flatland, do I have to become two dimensional? Did I create this industry? Did I create a broken NLA? I arrived here like anybody else, looked around and saw what I see. Matt, if you think for one minute that "getting involved" would make anything at NLA change, you are wrong. The structure of NLA prevents reform from inside - staggered terms for directors, incestually electing the officers from the Board and not permitting any new blood or new views, and I could go on and on. Am I not involved by pointing out the problems? Have I not set out a myriad suggestions for changes to NLA? I submit, Matt, that I am more intellectually involved with the core problems than any single director of NLA, and I know that there are only two ways to solve the problem: (1) a complete reinvention of NLA from concept to by-laws to directors and officers, which will never happen; or (2) crush NLA and start a new association, or, start a new association and let NLA die on the vine when people see what can be done. The second also will never happen because too many people have a personal and economic interest in the status quo, and everyone else is either too uninformed or too disinterested to care and make any changes.

So I will continue to point out that the Emperor wears no clothes, and I suggest that the source of any dissension thereby created is NLA, and those that control it, benefit from it, rape and pillage it, are the cause of the dissension, not the messenger.

Edmund Burke had it right when he said, "All that is necessary for the triumph of evil is that good men do nothing." I am not suggesting that NLA is evil, but it is dysfunctional in the extreme, which is just as malignant and which can lead to the same end. So are you suggesting that I fall silent, Matt? And what has been your role in the solution? What has been your "participation?" Thomas Jefferson, Ben Franklin, Thomas Paine and others didn't fight the American revolution, but they sure as hell inspired it. When enough good men decide to do something that is likely to be successful, rest assured that I'll be in their midst helping. Until then I serve a purpose by turning the lights on so the roaches will scatter. Dissension is in the eye of the beholder, and it is also the engine of change.

Gentlemen.......let's pull on the reins a bit here. Okay, the vote was set up like this:
During the meeting, a pause was taken so that ONE member from each company could cast their vote, on behalf of their company. There was a column for yes or no with the company name. The person casting the vote signed the ballot and then no further voting could be done once that particular company vote had been cast. I do not remember the exact number specified by Scott for a quorum to be present but it was faily low, such as 170 people. It was quite apparent that nearly quadruple the size was present. Just for kicks, I took a picture of the entire room from front to back as everyone was giving a standing ovation for some cause. There was very little discussion prior to the vote about the bylaw change. It was never announced publicly to my knowledge what the results of the vote were however I did hear Scott and Sarah talking about it being a "done deal" a day after the vote.

Matt and James, please don't start on each other. It is counter productive and we just got one player under control so lets move forward. JHJ, I am no longer the cheerleader I was for NLA......I had to determine for myself though. I believe they do some good for the industry but I think a lot more personal interests are self served to board members.

quote:

Originally posted by JHJ:
Chest-pounding generally falls under the term "flagellation," while flatulence refers to the emission of methane from a dorsal orifice.

I left out my most important thought Jim. You have much to offer, stop sniveling and participate for god's sake! When I read posts like your recent comments in the "CLS/Empire" thread I am awestruck. That you cannot or choose not to be a part of the solution and instead come here to create dissension which adds to the overall problem is what I find hard to swallow.

As to the above comment; I am aware of the difference. As I read many of your NLA posts I am reminded of the latter and therefore use the term accordingly.You once inspired me to coin the phrase "oral flatulence", if you recall it was somthing about a green fog wafting eastward from PittsburgH.

quote:

Originally posted by AAA/GOT:

It is however sickening to me . . .

Between my puking at NLA gatherings and chauffeur training session, and you being "sickened" at my posts here, it's beginning to become odiferous in here.

quote:

I'm beginning to think the term bi-polar applies!

For the record, I disagree with very little of your chest pounding flatulence these days . . ..

Before you get into amateur psychiatry, Matt, you need to first improve your knowledge of human physiology. Chest-pounding generally falls under the term "flagellation," while flatulence refers to the emission of methane from a dorsal orifice.

quote:

Originally posted by JHJ:
And one more thing, Matt. Every time you go to one of these gatherings you come back all pumped up and ready to lead cheers for NLA. What flavor kool-aid do they give you at those things?

I was not there Mr. Joseph. I have spoken to those who were for the first time since just today, and the NLA "meeting" hasn't even come up yet. There are issues of much greater importance to our company than this nonsense.

It is however sickening to me to read your "chest pounding" speeches here, then flip the page and read your high and mighty "nose in the air" speech about how the show, the city, the NLA and how the limousine industry in general is beneath you only to see you back again looking for the dirt so you may beat your chest some more! I'm beginning to think the term bi-polar applies!

For the record, I disagree with very little of your chest pounding flatulence these days and in fact asked those who were present to support Joey, whom I think quite a lot of, with their ONE vote.

So, commence to pounding once again, ya big ape!

Matt, I've seen nothing to change my opinion expressed as far back as 2000 that the gathering at Las Vegas is not an annual meeting conducted in a legal manner, that any actions taken there are unlawful, and that nobody knows if a quorum is present or not. Example - your company had two people there. Were they both counted as members toward a quorum? Did anybody count? How did they do it? Which person counted as the member? Which of the two could vote? Or perhaps they took turns. The so-called annual meeting is a sham, plain and simple. And please don't insult my intelligence by telling me that anybody went to Law Vegas to attend the NLA annual meeting. If there was no limo show and only an annual meeting, there would be tumbleweed rolling through the gathering room.

Talk about [i]non-sequiturs]/i]. Listen to what Scott Solombrino told me about a quorum at the show. He says that LCT reports to NLA the number of members attending and that the number reported amounts to a quorum!!!!!! First, LCT reports the number of people who attend who get the NLA discount, which includes everyone from spouses to significant others to children and employees. This count does not tell you how many individual NLA "members" are registered at the show. Second, not all those people attend the NLA gathering, so without a physical count there is no way to determine if a quorum is present. Third, since there is no control over who enters and leaves the room, many of the people there may not be members at all. Fourth, since the NLA By-laws don't say what person is entitled to cast the vote of a member which is a corporation, partnership, etc., there is no telling who can vote, and who is voting. As I said before, this is just a group of people getting together to play "corporation." I, for one, prefer to keep my lunch and not contribute to this fantasy. As for insulting anybody connected with NLA? Why should I stop now? If you buy into the NLA fantasy, you deserve to be insulted.

And one more thing, Matt. Every time you go to one of these gatherings you come back all pumped up and ready to lead cheers for NLA. What flavor kool-aid do they give you at those things?

A response is forthcoming - just been a little busy lately. Stay tuned!

Maybe those who went were offended by your below comments as seen the the "Vegas Show" thread.

JHJ, from the Vegas show thread:
<<snip>>
I intensely dislike Las Vegas and the glitz, so that's no reason to go. I'm not wowed by stretch limousines or hummers or suvs, and there's nothing new in sedans. I'm not in the market for software, so that's out. I'm not interested in networking with Scott Solombrino, or Sara McLean, or Hurricane Francis, or Thomas "I" Mazza, or David Seelinger (they probably aren't interested in networking with me either), or any of a number of other industry luminaries. If I got anywhere near the farce that they call the NLA annual meeting I'd puke and hotel personnel would be upset with me. Likewise, if I heard one more seminar on training chauffeurs or how to market your limousine bsuiness, I'd also puke. And the limousine business is not my main vocation, so, tell me again, why I should junket out there? I also happen to think the Atlantic City show is better, not because of the cars, or seminars or because of Atlantic City (I don't like it either), but for one reason and one reason only - the Taj contains the whole show and the northeast is where 60%-70% of the limousine business is located, so you can sit down in one place for three days and anybody you want to see or talk to will walk right by. In Las Vegas you could sit in one place and not recognize a single person other than the hookers that pass back and forth.
<<end snip>>

I personally think it's a good idea to be present at the annual meeting of an association to which we belong. Our company had 2 peaple there. Yours?

PS, don't look now but I beleive the term Non-Sequitur applies!

Hmmmmm. A whole day and nobody wants to talk about the NLA gathering. Perhaps their tails went between their legs and gagged them. I suspect that people are embarassed at the overwhelming stupidity of the NLA members who gathered in Las Vegas - what did you guys expect - intelligence?

quote:

Originally posted by JHJ:
Does anybody know what happened at the "gathering" that passes for an NLA annual meeting in Las Vegas? Particularly, does anybody know what happened with the by-law amendments, and who the erstwhile board selected to be the president of this august body for the next year? Did everybody put their tails between their legs and run? Luff?

Does anybody know what happened at the "gathering" that passes for an NLA annual meeting in Las Vegas? Particularly, does anybody know what happened with the by-law amendments, and who the erstwhile board selected to be the president of this august body for the next year? Did everybody put their tails between their legs and run? Luff?

This is surely going to be a very exciting meeting in Vegas. I am getting daily e-mails from people. I spent time discussing with Fran Shane yesterday and anyway you look at this, sparks are going to fly if this thing is not taken off the agenda. Please join me at the meeting to oppose this bylaw change which does not stand to benefit the organization but to benefit certain people.

Dear members of the National Limousine Association,



On February 25, 2005 the president of the National Limousine
Association, Scott Solombrino, sent a letter to the membership
explaining the new bylaw changes to be presented at the LCT show during
the annual meeting. First, I wish to note that I did not authorize this
letter or my name to be used in conjunction with this letter.



The board put a policy in place in June 2002 to reject any one who was
on a board of directors of an alleged competing organization from
serving on the NLA board. My question to this is what a competing
organization is and why any organization that fights for the
transportation industry would be considered a competing organization.



In the third paragraph of the letter, an issue was mentioned regarding
confidential information regarding the NLA's efforts in Congress for the
Interstate Commerce Bill. Please let it be known that the NLA issued
language for that bill which was rejected by some members of Congress
and the suggestion was made for the NLA to join forces with the TLPA to
rewrite appropriate language that would be mutually agreed upon by the
two organizations. At that point in time, I was a board member of the
NLA and a steering committee member of the TLPA. The NLA, TLPA, and the
Black Car Assistance Corporation drafted language that was mutually
acceptable and that all organizations could work with Congress to assure
passage of the bill. Included in this group were Barry Lefkowitz,
lobbyist for the NLA, Don Kensey, legislative chair for the NLA, Al
LaGasse, Executive Director of the TLPA, the TLPA lobbyist and the Black
Car Assistance Corporation, Victor Dizengoff and his organization's
attorneys. Through the efforts of these individuals, the industry was
able to move this bill forward and have success in getting passage of
the bill and signature by the President on November 25, 2002. I feel
that none of this information was confidential at that time nor is it
confidential now. I feel that this was personal character assault.



I am currently a member of both the NLA and the TLPA along with the
AGTA, NBTA, ASTA, and NPI, all of which have an interest in the
transportation industry. My nomination to re-run for the board of
directors of the NLA was rejected because of the policy of the
"competing organization." This policy was never brought to the
membership for a vote or bylaw change. It was enforced prior to this
bylaw change vote. Since it is not an approved bylaw change, I believe
that I was unfairly left off of the ballot. This proposed bylaw is
exclusionary and could be misinterpreted by future boards thus keeping
qualified industry leaders from running for and participating actively
on the NLA board.



The National Limousine Association Board of Directors which is comprised
of 16 board members currently has 7 members who are also members of the
TLPA. Additionally, four of the board members are on the TLPA Limousine
steering committee which suggests to the board of directors of the TLPA
which direction the limousine division should concentrate its effort
upon. I commend these board members for their foresight to recognize
the value of participating in all of the organizations which play a part
in molding our industry. I am proud to be a member of all of these
organizations as they assist me in conducting my business activities and
making strategic decisions for my company and my network.



I am asking all of the members of the NLA to unanimously reject the
proposed bylaw changes and to write individual letters to the NLA
opposing these changes. The NLA is an organization comprised of
limousine operators such as yourself and the decisions of the
organization should be in the best interest of the entire
industry/membership. I urge all NLA members to also participate in
local, state and national organizations that have an impact on their
business.



Thank you for consideration in this matter.



Joeseph Ciruzzo, Sr.

President of A Elegant International dba ELS Network

Just got the email from Joey Cirruzzo. Seems Scott was using Joey's name without permission on his fax asking to vote for the new by-law amendement. This is not going over too well.

Geez, Wade. What'd you do, read my opening post?

quote:

Originally posted by Wade Randolph:

quote:

Originally posted by JHJ:
Updating the proposed NLA by-law changes, the Florida association has also now sent a letter to NLA opposing the illegal by-law changes and asking NLA to remove these changes from the agenda of the illegal annual meeting.

I see that the New England Livery Association is also asking that they remove this from the meeting also.

quote:

Originally posted by JHJ:
Updating the proposed NLA by-law changes, the Florida association has also now sent a letter to NLA opposing the illegal by-law changes and asking NLA to remove these changes from the agenda of the illegal annual meeting.

I see that the New England Livery Association is also asking that they remove this from the meeting also.

Updating the proposed NLA by-law changes, the Florida association has also now sent a letter to NLA opposing the illegal by-law changes and asking NLA to remove these changes from the agenda of the illegal annual meeting.

The term "class action" gets thrown around, unfortunately, as in in terrorem threat that is made to try to intimidate people and corporations into acting properly. This is not an appropriate procedure to bring an action against corporate officers and directors. The proper term is that it is a "derivative" action, which means it is brought by shareholders (in this case members) of a corporation to enforce a right that belong to the corporation, not the shareholders of members, but which the corporation has not and will not bring in its own name because the wrong-doers are preventing, or will prevent, the corporation from doing so in i