Friday, July 20, 2007

Report on the bylaws changes voting at the NYG&B - "We'll count them if we have to count them."


Report on NYG&B special meeting Thursday, July 19th 2007 at High Noon.

I came by train Wednesday night, only took 8 hours, instead of the normal five. Yeaah AMTRAK! Got to the door of the G&B exactly at 9:30 am, might as well do some research until the meeting starts, right? Wrong, the research library would be closed until 12:30. "I am a member; may I please wait inside in the meeting room?" "Well..." "I am supposed to meet Roger Joslyn here." "I'm sorry; you will have to wait outside." (Thinking, maybe this is not going to go well.)

The synagogue was set up with room for a couple hundred plus chairs, with a small platform in the center and a lectern with no audio system. It felt a little eerie with the dozen large dirt smudges on the walls where the former founders of the G&B used to be memorialized. Only one or two remain as they were bronze plaques that were built into the mortar and the new owners have not yet had a chance to remove them.

The chairman smiled and called the meeting to order at 12:23 and explained the procedure. I did not take an exact head count, maybe 50 - 60 people? I felt like an usher should have asked if I was a friend of the bride or groom, thinking which side should I sit on. I picked the middle.

A description of the procedure as to how the voting would be handled was given. Please limit remarks to three minutes. The chair recognized Leslie Corn, CG, FGBS, who read a prepared statement, (that I will attempt to get a copy of in digital format and post it here on this Blog,) that essentially made a "motion to postpone the vote on the proposed amendment of the Society's bylaws eliminating the voting membership, until a date in the reasonably near future, so as to ensure that all voting members of the Society have the opportunity to cast their votes with full knowledge of the consequences of their actions, based on accurate and unbiased facts." (Hmmm, sounds like lawyer speak.)

Seconds and thirds were unceremoniously shouted. The chairman smiled and said we would continue. I rose, was recognized and I repeated some of the above line and said that "There was a motion, seconded and must be voted on." Chopped liver. We would not yet vote on the motion. Shouts of impropriety all around. The chairman smiled and said that "He wanted to hear from all members." (Except Roberts, of course.)

An acknowledgment of the flurry of recent interest by all those Bloggers was given. The chairman said that when the G&B was founded that there had been no mention of members in the earliest bylaws of the society. When asked when members had been included, he smiled and said "he really didn’t know."

There would still be members in the "colloquial sense." (Cha-ching.) The assets of the society were to be under the control of the 15 member Board of Trustees, and that they were by law able to be watched over by the Attorney General's Office of the Ultimate Charitable, something or other. They had a fiduciary responsibility.

The society's attorney, Pamela Mann, spoke and said that she had formerly worked in the Attorney General's office in that same department, and that she was extremely familiar with the rules and regulations. She mentioned that to her knowledge 100% of past investigations by that department had been in cases where charitable organizations were controlled by a Board instead of members. (Hmm, gee, I wonder why?)

She made the shocking announcement that the society had lost one hundred thousand dollars in interest on the 24 million dollar recent sale of the building due to the delays by the membership. (That was major news to most of us, as they had reported before the mere pittance of only a 24,000 dollar loss.)

The chairman smiled and said that he understood that there was a high level of distrust, but that the Board would always follow the letter of the law. He acknowledged that the present proposal was similar to the one at the NEHGS in Boston. When asked why there would be no oversight committee with partial voting rights in this proposal, he smiled and said "that they did not have time to consider it. "He really didn't know."

He described the expense and bother involved in members voting. He said that e-voting was not allowed by law in not-for-profits like ours. (Now, theirs.) Again, there would be members, but not named in the bylaws. They would be "Users and Contributors."

He explained that they have a two year lease in this spot and that a decision would then be made as to where the G&B would go. Hankers rose again. Shouts by others of, "Where is your plan?" "What are the goals?" "What will happen to the collections?" "What about the books?" "What about publications?" I was not one of the shouters, but I was not the only person there with each of the above questions in the forefront of thoughts.

The chairman smiled, and said "he really didn't know." "They needed more time to study it." "They were looking at a great many possibilities." "He really didn't know." (Seems to me that a Board of Trustees should be a driving force, setting goals, making plans, forging ahead, leading.) As I said in a previous posting, "You will be told."

The chairman stated that the Board cared enormously in regards to their stewardship of the society and the staff and the membership. Hmmm... He said that their publications were at the very heart and soul of the society. He "could not predict the future in regards to publications." "He really didn't know."

He explained that. "The society was greatly challenged by the Internet." (There's a bulletin.) "They were not beholden to any interest group."

The society before the voting had a 21 person Board of Trustees. Believe it or not, six of them were able to find their way through Manhattan to attend this rather unimportant meeting. Loud noises from behind me, "And not ONE professional genealogist on the Board!"

When asked if the proxy ballots that were returned that had been properly signed and dated, but that the member had not checked either box for yes or no, were to be counted? He said, "We will count them if we HAVE to count them." (Huh?)

When asked why Leslie Corn's original proposal was not being voted on, according to the rule, he smiled and said that first the proxy ballots would have to be counted as they were appointing Mr. McNeeley to cast not only their vote for or against the bylaws change, but that he could also represent them in all matters brought before this meeting. (For.. get.. it..) (There is no doubt in my mind that if the votes to delay the voting had been voted on by those present that it would have easily carried.)

A large number of members were respectfully acknowledged, most were calm, cool and collected, with well thought out statements or questions. Lots of smiles in response. (Comes from the confidence of one who has previously counted proxy ballots.) One Life Member rose and requested more than three minutes and acknowledged that he knew that from now on he would be known as a "Former Life Member." (Yikes, consider the normal description of that phrase.)

I have a lot of notes and could report in further detail, but let's cut to the chase.

When the proxies were counted it was 1,401 YES votes to 227 NO's. There are reportedly just under 5,000 members.

Quite a lot of further discussion and comments were allowed after the vote. But sorry, "He really didn't know..."

eBay get ready.

Dick Hillenbrand
Upstate New York Genealogy

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