ARTICLE XVII of the 2012 DSI Constitution states "...no part shall be amended or annulled except by written ballot sent to all Members." ARTICLE VII of the DSI Constitution states that the Board includes one representative elected by each Regional Subdivision and an equal number of Vice-Presidents elected at Large. The 2012 DSI Constitution includes 9 regionally elected Vice-Presidents and 9 At Large Vice-Presidents elected by the entire DSI membership.

In December 2012-January 2013, the Decision Sciences Institute, Inc. (DSI) held electronic balloting to amend the 2012 DSI Constitution without amending ARTICLE XVII to permit electronic balloting and without placing ARTICLE VII on the ballot. The balloting was conducted by sending e-mails to Members on the DSI e-mail list in which Members were asked to follow a link to a "Survey Monkey" ballot. After the ballots were cast, Survey Monkey closed automatically without giving Members a way to preserve copies of their ballots or access copies of their ballots in electronic form.

Members are required to give their physical addresses but not their electronic addresses for privacy reasons. There are18 fewer Members on the DSI e-mail list than on the official DSI written membership list and several Members reported that they did not get to vote because their junk mail filters sent their electronic ballots to trash. About 500 of about 1,400 members cast ballots, but there is no information on how many members actually received ballots.

Citing the 2013 balloting results as its authority, the DSI Board removed nine duly elected Vice Presidents from the Board before they had an opportunity to serve the second year of their two-year terms of office.

Over the past 40 years the Regional Subdivisions have served the professional development needs of about 68,000 faculty members in their annual meetings while the Institute has served the professional development needs of about 44,000 Members in its Annual Meetings. Unfortunately, the unilateral actions taken by the DSI Board have caused many Members to resign and the Regional Subdivisions to reconsider their allegiance to the Institute.

Members have called you in as a consultant and you are now being asked to determine the legality of the balloting and the ethical issues raised by the Board's actions. The applicable provisions of the DSI Constitution are on the page following.

ARTICLE XVII-CHANGES IN CONSTITUTION "No article shall be added to this Constitution and no part shall be amended or annulled except by written ballot sent to all Members. A change in the Constitution requires a two-thirds affirmative vote of the Members returning said written ballots within 30 days after their mailing to the Member."

ARTICLE VII--BOARD OF DIRECTORS?1. Composition. "The Institute's Board of Directors shall consist of the President (who serves as Chairperson), the immediate Past President, the President-Elect, the Secretary, the Treasurer, and Vice Presidents, one elected by each of the Regional subdivisions and an equal number of Vice Presidents elected at-large, and the Executive Director as an ex-officio member."

BYLAW 3: TERMS AND DUES Section 1. Terms (a) The fiscal and tax year of the Institute is from July 1 through June 30. (b) The membership term is from July 1 through June 30. (c) The officer term is from April 1 through March 31. (d) The President shall serve for one year and automatically become Past President. (e) The President-Elect shall serve for one year and automatically become President. (f) The Secretary and Treasurer shall serve two-year staggered terms. (g) Vice Presidents shall serve two-year terms, with the terms of office of the Vice Presidents elected by the Regional subdivisions staggered, and the terms of office of the Vice President elected at-large staggered.

THE STATUTE OF FRAUDS. The Statute of Frauds requires that any contract for services that cannot possibly be completed within one year must be in writing to be enforceable