Outraged by this development, I strongly protested it to all the Board Members, pointing out in the process that I was owed back salary that had not been paid in full because of financial problems. Later I learned that my protest had resulted in several resignations from the Board. However, long and contentious negotiations with Board Members J. B. Hartranft, Jr. and Col. J. Bryan, III (now Board Chairman), over back salary issues went nowhere and left me permanently bitter about the treatment I received.
- Richard Hall
... After a complicated series of transactions, Gordon Lore was notified by telegram from an area Board Member [Hartranft] on December 5, 1969, that his services were no longer required and he was locked out of his office, all with no advance notice or discussion.
Outraged by this development, I strongly protested it to all the Board Members.... However, long and contentious negotiations with Board Members J. B. Hartranft, Jr. and Col. J. Bryan, III (now Board Chairman), over back salary issues went nowhere and left me permanently bitter about the treatment I received.
The common law regarding proper action by a board of directors, including the prohibition on proxy voting by directors, developed in the business (or stock) corporation arena. State statutes governing business corporations and nonprofit (or nonstock) corporations both reflect the codification of this common law. [Emphasis added.]
Whether incorporated or unincorporated, it is well settled that corporation directors generally cannot vote at directors' board meetings by proxy but must be personally present and act themselves.
This requirement is for good reason. Directors are expected to stay informed to fulfill their fiduciary duty. To do that they must be present. A director's personal judgment is necessary, and the duties cannot be delegated or the powers assigned. Because it is so obvious, no cases contradict this concept.
One leading case decided in 1893 and still good law today, Ohio National Valley Bank vs. Walton Architectural Iron Co., said a director of a corporation cannot vote by proxy at a meeting of the directors. That holding was confirmed 63 years later in Greenberg vs. Harrison (1956), which said a corporate director must be physically present at directors' meetings and cannot vote by proxy.
How about the CIA and the AF in tandem putting NICAP out of effective business when the Board headed by Col. Joseph Bryan fired Keyhoe and I. No question in my mind that Stuart Nixon was a CIA plant. He practically admitted that to me (see Chapter 19, The CIA Connection in my current book Flying Saucers From Beyond the Earth) during his first week on the NICAP staff. I also believed then and still believe that Keyhoe did not think that the CIA wanted to put NICAP out of business. Don’t forget: Keyhoe’s best friend at the Naval Academy was Roscoe Hillenkoetter, the first director of the CIA. My last conversation with him in 1973 when he was promoting his last book indicated that he still didn’t believe the CIA would put NICAP out of effective business and that Nixon was “too dumb” to be a CIA plant. Well… We all now what happened after Jack Acuff and his crew took it over and eliminated all the subcommittees; effectively ending ongoing serious investigation of UFO reports. What else can ypu say about someone (Jack Acuff) who reportedly toyed with selling NICAP’s assets to a pro-Nazi group?
For more insight, read Chapter 19 of my book, which includes Dick hall’s spirited defense of my attempt to keep NICAP going before using what Dick called “Gestapo-like tactics” (courtesy of Stuart Nixon) in dismissing me. The last time I talked with Keyhoe was when he was promoting his last book from the National Press Club and he still didn’t believe that Nixon was a CIA plant and that the CIA would work to put NICAP and Keyhoe effectively out of business. It was only up to Fran Ridge and his surviving NICAP stalwarts to put NICAP back in the lead in bringing to light and investigating both old and new cases. Onward and upward, the keep your Eyes In the Skies, the title to the intro to my book. It continues to get good buzz, guys!
- GORDON LORE