Board Meeting 1/14/09

On Wednesday, January 14th, just two days after the annual elections, the new board (six new members plus nine continuing members plus one ex officio member) met.  As the meeting was called to order, one of the new members made a motion to replace the agenda with a new one supplied by the new board members.  And this is where a pattern begins to emerge that is very disturbing.

Mr. Myers, the former chair (November 2007 through November 2008 ) and ex-officio member, noted that the bylaws give the executive committee the power to “set the agenda” for the board meetings.  What’s wrong with this?  At every meeting that Mr. Myers chaired over the past 2+ years, he presented an agenda, asked if there were any changes board members wished to make and then asked the board vote to approve the agenda.  It’s in the minutes for past board meetings — agenda approved by vote of those present at the meeting!!  So why does he now claim that this is a violation of the bylaws?  Because it suits his purpose to block the actions of the new board majority.  And this is the pattern we are seeing emerge between the “old guard” members of the board and the “new majority.”  The old guard, who have violated the bylaws many times over the past two years and who have accused some people of “taking the bylaws too seriously,” are now trying to hold others to a very strict interpretation of the bylaws.  Don’t get me wrong.  I believe that bylaws should be followed but the intent must also be followed (more on this later).  Throughout my seven years in the neighborhood, the executive committee has indeed set the initial agenda, but then it is presented to the board as a proposed agenda, open to modification.  Clearly, the intent is to have a starting point for an agenda, not to create something that is rigid and cannot be adapted to the needs of the moment.

In any event, the board eventually voted and adopted the new agenda but not before an interesting new twist was announced.  At the previous board meeting, several board members spoke to the importance of having the votes of board members recorded by name.  This was questioned by a number of board members at that time.  Why did it matter?  Anyone who has served on a non-profit board or who has studied non-profit law knows that board members can be held accountable for bad decisions by the board, and the only defense against that is to have on record that a member voted against a bad decision.  By law, every board member is assumed to have voted in favor of a decision unless it is specifically noted in the minutes that the member abstained or voted against it or was not present for the vote.  In view of some of the decisions being made by the JACC board (such as ignoring bylaws requirements or approving budgets or expenditures), certain board members wanted the protection of having their dissenting votes recorded.  As a result of this request, the executive committee came up with a form, “JACC Board of Director’s [sic] Voting Record.”  It was explained at the January 14th meeting that any board member making a motion would have to write it down on the form.  Then the form would be passed among the board members who would sign it and record their votes.  Finally, it would be signed by the board secretary to validate the vote.

And so the motion to adopt the new agenda was written down, and then the form was passed from board member to board member until all fifteen directors present had recorded their vote.  During this process, the membership present in the room asked if the board would also show their votes in the normal way so citizens could see how the director’s voted.  The board agreed to this.

The motion to adopt the agenda was approved, and since the first item was a closed session to discuss a personnel issue, observers were asked to leave the room for twenty minutes so the board could conduct its business around whatever the issue was.

As it turned out, the issue was whether or not to terminate executive director Jerry Moore’s employment with JACC.  The board has been mum on the discussion (as it should be), but the board voted 2 to 1 to terminate Mr. Moore’s employment effective immediately.  It should be noted that this vote was taken under the “old” leadership.

The minutes were not approved but tabled until the next meeting.  Board members complained about not receiving them until the day of the board meeting and not having the time to review them prior to approving them.

The next item brought before the board was a motion to re-open the election of officers.  It was noted that the election of officers at the November 2008 meeting was invalid because the terms of two board directors were illegally extended, and those directors voted in the election of officers.  Also, there was the matter of the intent of the bylaws.  Historically, the board officers have always been elected at the first board meeting following the annual election of new board members.  The intent was to allow the newly composed board to select those who will lead it.  In fact, the bylaws actually state that the officers are elected in October, but they have been elected in November for at least the past seven years.  Perhaps in earlier times, the annual meeting was held in October prior to that month’s board meeting.  It certainly makes no sense that an outgoing board would select the officers for the incoming board.  Further, the bylaws clearly state the board members with less than one year of board service can be officers on a probationary basis for their first six months in office and then must be affirmed by the board.  So tradition and logic seem to support the new board’s assertion that the bylaws granted to the newly composed board the right to elect its officers.  Then there was the fact that the November board meeting had already agreed to elect a board secretary at the January meeting, obviously hoping that a new board member would take on the job since none of the incumbents wanted to.

Ms. EB Brown announced that new board members could not run for board office, which was disputed.  As I noted above, the bylaws do permit new board members to be probationary board officers for the first six months of their term in office.  Again, that pattern emerged.  Mr. Ben Myers seemed to agree with Ms. Brown’s assertion despite the fact that he was elected board chair at the very first board meeting he attended after being elected to the board in 2006.  After some contentious discussion, the vote was taken (that form was passed around again) and the motion to re-open the elections was approved.

Mr. Steve Jackson pointed out that the board meeting had to end in 15 minutes (at 7:45 p.m.) in order to allow time for cleaning up the room and putting things back in order by 8 p.m.

The chair, Ms. EB Brown, asked for nominations for board chair.  She and Mr. Michael Browne were nominated.  The form was filled in and passed around.  Watching this was painful for those observing.  Some board members signed their names in slow motion.  The form was passed back and forth.  It seemed as if there was a deliberate attempt to slow down the proceedings, but the form was finally filled in and the votes announced.  Mr. Michael Browne had been elected chair.  Ms. Brown congratulated him and passed him the paperwork she had accumulated from the evening’s work and sat down.

Mr. Jackson announced that there were 8 minutes left.

Mr. Michael Browne took charge of the meeting, commenting that the process they had been using (the form) was ridiculous.  He called for nomination for vice chair and nominated Ms. EB Brown.  Ms. Brown was elected by overwhelming voice vote.  As soon as the results were announced, she declined to accept.  In a subsequent round of nominations and voting, P.J. Hubbard was elected vice chair.  Then Robert Hodson was elected treasurer and Anne McCandless elected secretary. Throughout this process, Mr. Jackson kept reminding the board of the time remaining: 6 minutes, 5 minutes, etc.

After election of the new officers, the meeting was adjourned. The meeting lasted one hour and 45 minutes and accomplished only two things:  a vote to terminate the executive director’s employment and the election of four board officers.  Things can ony improve, I hope.

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