04-19-2018, 04:08 PM
Highlights of the board meeting....sorry for the length but there's a lot of important things that went on. IMO it was one of the worst board meetings I've ever attended where the board made up their own rules, broke so many bylaws, state law, and our Articles of Incorp. Evident was that they're on a "destroy" campaign against ALL of the membership committees. This is not new but was the worst examples I've seen to date and I'm confident that most members who were in the peanut gallery would concur. All the members should be very concerned and pay very close attention to the upcoming elections. Two of these current reps are going to run again in the district elections (Dist2 Mizuba and Dist6 Crelly). Two others will be carried forward in the next term fulfilling their board terms (Dist 1 and 8).
The President's report was mainly a spanking of all the membership committees reminding them that they are "advisory" and answer to the board PERIOD. He then went onto express his anger over his disqualification by the Nominating Committee to run in this year's election, and that word had gotten out that he'd been disqualified. It was evident the board would be "fixing" that during the last item of business on the agenda (when most member witnesses would be gone).
Leo, you're correct. The Finance Committee hasn't had a meeting for two months now. Last night the board voted Dist8 Chris Anderson, who was absent, as treasurer AGAIN. He's unqualified to hold that position and knows it. Dist7 Leslie Blyth is most qualified of all the reps but because they have bias against her, they deposed her over two months ago and would not do what's in the best interest of the association, which is to appoint a qualified person into that seat.
Dist4 Jack Oskins was treasurer for a week in Feb when he resigned as treasurer. Last night he said Chris would be a good treasurer because he would stand up to the Finance Committee who needs to be controlled. Jack Oskins voted to remove Chris earlier this year because of the disrespectful behavior that rep displayed towards FC members..Ironic. J Oskins complained the FC asks for all sorts of things they shouldn't have. Dist7 Leslie Blyth read the bylaws descript of the FC duties and asked how the FC is to do these things unless they get what they need? She reminded the board that the FC is the checks and balances for the membership. She also reminded the board why the FC requested Chris Anderson be removed as treasurer earlier this year. The board still voted him in. Clearly this decision is in the best interests of the board NOT the membership.
Dist7 Leslie Blyth asked to be put on the agenda and the board wouldn't do it so she signed up for owner input. She asked for a yes or no answer to her question. The question was whether the employees filed a civil rights complaint against her as their threat to do so began in Nov 2017 and she has not received any paper work to support that. Appt'd rep Patrick Murdoch stated it was inappropriate to discuss this at open session. (FACT: former board rep J Sodan broke the news on FB Next Door in support of the employees, and made it public record for the 1st time late last year). Leslie Blyth stated that it's an open session item now as the board has already discussed it in open session at the Feb special board meeting and it's in the minutes for public record. The employees claimed she and former board pres Lori Laucik had created a hostile work environment and would be filing a civil rights claim against them. It seems insisting that employees comply to requests for documents a board member is entitled is creating a "hostile" environment.
The board had deposed Dist7 Leslie Blyth earlier this year as treasurer and plans to remove her as HR chair of the non functioning HR under the pretense that the employees had filed this civil rights complaint against her. Justifying these board actions against her citing that employees would be uncomfortable working with her as treasurer and as HR chair and that it'd be a conflict of interest when there's a civil rights complaint. No rep answered her question, nor did the GM who is one of the employees whose claimed he's filed a civil rights complaint against her. She did what members are expected to do when they want a board response to a question....write it on a piece of paper and request an answer at the following board meeting.
During my owner input, which was before New Business #3 "validity of the membership meeting etc", I spoke to the board's case on "validity" of the membership meeting. I informed the board they broke the bylaws when they removed the BLC's (a membership committee) presentation off the membership meeting agenda days before the meeting. That it was a membership meeting, NOT a board meeting. That we were w/in our rights to amend the agenda at the beginning of the meeting to add the presentation back on it since the board illegally removed it. We were also w/in our rights to install a member to chair the meeting and not use the board pres. I asked the board why they thought our bylaws have provisions for membership committees AND board committees. That the membership committees are the checks and balances for the membership which means the board isn't to meddle or obstruct membership business. Per bylaws below:
Article X Committees Sec 1 “The board by resolution adopted by a majority of directors, or the membership, by resolution, adopted by a majority of members present at a membership meeting at which a quorum is present, may designate and appoint one or more committees, which committees shall have such scope and authority as shall be delegated to them by the appointing body through said resolution, provided however, that actions and decisions of such committees shall be subject to the approval of the appointing body.”
It seems the bylaws are crystal clear saying that in Membership Committees, the appointing body is the membership, not the board. The board is insubordinate to the fact that they don't have full power over the membership committees. They voted last night to consult with an attorney, which I understood had been done at the 9 March Special board meeting (see the agenda on the website), and has been reason the board gave to the BLC "was in legal hands" for the stalling in carrying out the Acts of the Membership. It appears they were untruthful, OR, they had attorney opinion that didn't align w/their agenda, so are getting a 2nd opinion OR just plain stalling? Since before 21 Mar board meeting, they've purposely put membership committees in limbo and haven't been transparent to why or responded to committee's emails. 11 Apr the Bylaw ballots were supposed to be mailed out to the entire membership, 18 Apr board meeting the board voted AGAIN to hire an attorney to give them opinion on their power over membership committees. ONE sided opinion using membership money and the membership is not allowed to represent their side? They are stalling stalling obstructing obstructing and we're over a week past the ballot mail out deadline and approx 7 weeks since the membership meeting took place. It begs the question why? Is it about the forensic analysis?
Article X, Committees Sec 1(b) 1 Bylaws Committee, has no reference to board approval in the bylaw amendment process. It says the BLC is to present the bylaw amendments directly to the membership, and totally skips the board. Otherwise wouldn't it be a conflict of interest and make the membership vulnerable to a corrupt board or board who was invested in their own self interests? Which is what we're dealing with right now with this majority board. Therefore "all actions must be approved by the board" DOES NOT apply when amending bylaws for the memberships' protection. Their obstructing the process is adverse to our bylaws, Articles of Incorp, and state law 414 D. These 3 documents state the membership has the right to amend their bylaws whenever they wish.
Dist 4 Jack Oskins made a motion to null and void the 25 Feb 2018 membership meeting. He cited that the Bylaw Committee went rogue and made up their own agenda. Dist 2 Ruth Mizuba claimed there were a lot of inflammatory statements during the presentation. Jack Oskins stated that 100 people shouldn't be able to change the bylaws. Dist 9 Dave Roe then stated that the Bylaw Committee would have to change that but as it stands now, the membership can. What Jack Oskins and some of the board are entirely missing here is that for checks and balances, 2/3 vote of the quorum at a membership meeting is the 1st phase. That it has to go to ballot after the 2/3 vote criteria is met at a membership meeting, and the entire membership votes ...approx 8,000 ballots. After 2/3 vote of minimum 600 returned ballots, it then becomes a new or amended bylaw immediately. It became very evident last night that most of the reps don't know their bylaws and then make motions that are illegal.
As they were about to go to vote to nullify the 25 Feb membership meeting and all the committees that were formed at that meeting, I called a Point of Order which Robert's Rules provides to members when they see that the board is making a breach in the rules, which they were. Their motion was against our Articles of Incorporation, our bylaws and state law, and should be deemed null and void. When I called a point of order, Craig Crelly, the president, called a point of order on me telling me to not disturb their board meeting. I told him he should read Robert's Rules, it is my right to call a point of order when the board is making illegal motions ...to which he threatened to call the police on me...I told him I was within my rights and then he threatened to shut down the meeting. I told Crelly not to shut the meeting down, that I would leave, which I did. I didn't want an early adjournment because then the board would've illegally voted Craig Crelly, behind closed doors, to run in the district 6 election, overturning the Nominating Committee's disqualification of him for 2 valid reasons. Clearly evident was the conflict of interest the board willingly participated in and showed preferential treatment in the qualification process to one of their own board peers. They have muddied the waters now in the district election process.
IMO, when this board cited fiduciary duties as justification to null and void our membership meeting including the committees the members formed at that meeting, it's evident it's all about their own agenda in guise as fiduciary duties. What's on the line? Forensic analysis? Professional management?
(edited to correct the board meeting date from 19 to 18 Apr 2018)
The President's report was mainly a spanking of all the membership committees reminding them that they are "advisory" and answer to the board PERIOD. He then went onto express his anger over his disqualification by the Nominating Committee to run in this year's election, and that word had gotten out that he'd been disqualified. It was evident the board would be "fixing" that during the last item of business on the agenda (when most member witnesses would be gone).
Leo, you're correct. The Finance Committee hasn't had a meeting for two months now. Last night the board voted Dist8 Chris Anderson, who was absent, as treasurer AGAIN. He's unqualified to hold that position and knows it. Dist7 Leslie Blyth is most qualified of all the reps but because they have bias against her, they deposed her over two months ago and would not do what's in the best interest of the association, which is to appoint a qualified person into that seat.
Dist4 Jack Oskins was treasurer for a week in Feb when he resigned as treasurer. Last night he said Chris would be a good treasurer because he would stand up to the Finance Committee who needs to be controlled. Jack Oskins voted to remove Chris earlier this year because of the disrespectful behavior that rep displayed towards FC members..Ironic. J Oskins complained the FC asks for all sorts of things they shouldn't have. Dist7 Leslie Blyth read the bylaws descript of the FC duties and asked how the FC is to do these things unless they get what they need? She reminded the board that the FC is the checks and balances for the membership. She also reminded the board why the FC requested Chris Anderson be removed as treasurer earlier this year. The board still voted him in. Clearly this decision is in the best interests of the board NOT the membership.
Dist7 Leslie Blyth asked to be put on the agenda and the board wouldn't do it so she signed up for owner input. She asked for a yes or no answer to her question. The question was whether the employees filed a civil rights complaint against her as their threat to do so began in Nov 2017 and she has not received any paper work to support that. Appt'd rep Patrick Murdoch stated it was inappropriate to discuss this at open session. (FACT: former board rep J Sodan broke the news on FB Next Door in support of the employees, and made it public record for the 1st time late last year). Leslie Blyth stated that it's an open session item now as the board has already discussed it in open session at the Feb special board meeting and it's in the minutes for public record. The employees claimed she and former board pres Lori Laucik had created a hostile work environment and would be filing a civil rights claim against them. It seems insisting that employees comply to requests for documents a board member is entitled is creating a "hostile" environment.
The board had deposed Dist7 Leslie Blyth earlier this year as treasurer and plans to remove her as HR chair of the non functioning HR under the pretense that the employees had filed this civil rights complaint against her. Justifying these board actions against her citing that employees would be uncomfortable working with her as treasurer and as HR chair and that it'd be a conflict of interest when there's a civil rights complaint. No rep answered her question, nor did the GM who is one of the employees whose claimed he's filed a civil rights complaint against her. She did what members are expected to do when they want a board response to a question....write it on a piece of paper and request an answer at the following board meeting.
During my owner input, which was before New Business #3 "validity of the membership meeting etc", I spoke to the board's case on "validity" of the membership meeting. I informed the board they broke the bylaws when they removed the BLC's (a membership committee) presentation off the membership meeting agenda days before the meeting. That it was a membership meeting, NOT a board meeting. That we were w/in our rights to amend the agenda at the beginning of the meeting to add the presentation back on it since the board illegally removed it. We were also w/in our rights to install a member to chair the meeting and not use the board pres. I asked the board why they thought our bylaws have provisions for membership committees AND board committees. That the membership committees are the checks and balances for the membership which means the board isn't to meddle or obstruct membership business. Per bylaws below:
Article X Committees Sec 1 “The board by resolution adopted by a majority of directors, or the membership, by resolution, adopted by a majority of members present at a membership meeting at which a quorum is present, may designate and appoint one or more committees, which committees shall have such scope and authority as shall be delegated to them by the appointing body through said resolution, provided however, that actions and decisions of such committees shall be subject to the approval of the appointing body.”
It seems the bylaws are crystal clear saying that in Membership Committees, the appointing body is the membership, not the board. The board is insubordinate to the fact that they don't have full power over the membership committees. They voted last night to consult with an attorney, which I understood had been done at the 9 March Special board meeting (see the agenda on the website), and has been reason the board gave to the BLC "was in legal hands" for the stalling in carrying out the Acts of the Membership. It appears they were untruthful, OR, they had attorney opinion that didn't align w/their agenda, so are getting a 2nd opinion OR just plain stalling? Since before 21 Mar board meeting, they've purposely put membership committees in limbo and haven't been transparent to why or responded to committee's emails. 11 Apr the Bylaw ballots were supposed to be mailed out to the entire membership, 18 Apr board meeting the board voted AGAIN to hire an attorney to give them opinion on their power over membership committees. ONE sided opinion using membership money and the membership is not allowed to represent their side? They are stalling stalling obstructing obstructing and we're over a week past the ballot mail out deadline and approx 7 weeks since the membership meeting took place. It begs the question why? Is it about the forensic analysis?
Article X, Committees Sec 1(b) 1 Bylaws Committee, has no reference to board approval in the bylaw amendment process. It says the BLC is to present the bylaw amendments directly to the membership, and totally skips the board. Otherwise wouldn't it be a conflict of interest and make the membership vulnerable to a corrupt board or board who was invested in their own self interests? Which is what we're dealing with right now with this majority board. Therefore "all actions must be approved by the board" DOES NOT apply when amending bylaws for the memberships' protection. Their obstructing the process is adverse to our bylaws, Articles of Incorp, and state law 414 D. These 3 documents state the membership has the right to amend their bylaws whenever they wish.
Dist 4 Jack Oskins made a motion to null and void the 25 Feb 2018 membership meeting. He cited that the Bylaw Committee went rogue and made up their own agenda. Dist 2 Ruth Mizuba claimed there were a lot of inflammatory statements during the presentation. Jack Oskins stated that 100 people shouldn't be able to change the bylaws. Dist 9 Dave Roe then stated that the Bylaw Committee would have to change that but as it stands now, the membership can. What Jack Oskins and some of the board are entirely missing here is that for checks and balances, 2/3 vote of the quorum at a membership meeting is the 1st phase. That it has to go to ballot after the 2/3 vote criteria is met at a membership meeting, and the entire membership votes ...approx 8,000 ballots. After 2/3 vote of minimum 600 returned ballots, it then becomes a new or amended bylaw immediately. It became very evident last night that most of the reps don't know their bylaws and then make motions that are illegal.
As they were about to go to vote to nullify the 25 Feb membership meeting and all the committees that were formed at that meeting, I called a Point of Order which Robert's Rules provides to members when they see that the board is making a breach in the rules, which they were. Their motion was against our Articles of Incorporation, our bylaws and state law, and should be deemed null and void. When I called a point of order, Craig Crelly, the president, called a point of order on me telling me to not disturb their board meeting. I told him he should read Robert's Rules, it is my right to call a point of order when the board is making illegal motions ...to which he threatened to call the police on me...I told him I was within my rights and then he threatened to shut down the meeting. I told Crelly not to shut the meeting down, that I would leave, which I did. I didn't want an early adjournment because then the board would've illegally voted Craig Crelly, behind closed doors, to run in the district 6 election, overturning the Nominating Committee's disqualification of him for 2 valid reasons. Clearly evident was the conflict of interest the board willingly participated in and showed preferential treatment in the qualification process to one of their own board peers. They have muddied the waters now in the district election process.
IMO, when this board cited fiduciary duties as justification to null and void our membership meeting including the committees the members formed at that meeting, it's evident it's all about their own agenda in guise as fiduciary duties. What's on the line? Forensic analysis? Professional management?
(edited to correct the board meeting date from 19 to 18 Apr 2018)