Reply to Ferris Letter of February 12: This is the transcript of the video linked in the Newsblast of February 18, 2015.
It is with great regret that I deliver the latest news on the now likely lawsuit initiated by certain Senior Members against our Club. In my last message, I urged those disgruntled Senior Members to avail themselves of rights under the by-laws to draft a motion and get the required signatures to be considered by the Members in a Special Meeting. I, and the rest of the Board were hopeful that this group would drop the threat of the lawsuit against the Club and dedicate the considerable efforts they have made on the initiation of this action towards more constructive means of engaging their fellow members.
Consequently, we were disheartened to receive a letter from their counsel, William Ferris, indicating that the group of disgruntled Seniors would NOT avail themselves of this right, nor would they drop the threat of a lawsuit. Instead, they demanded that the Board convene a Membership meeting to vote on "grandfathering" the Senior Members who were in place as of last year to the dues rate of 25% of Voting Member dues. If the measure passed, Mr. Ferris indicated, the dispute will be over. If not, the Seniors "retain their rights" to sue the Club. In other words, the Club and its members remain under threat unless these disgruntled Senior Members get what they want. They further demand that the Board support the proposal to the Membership.
I will have the letter posted on the Member side of the Club website at the "Bulletin Board" site recently created for matters such as this. I suggest all members look at the letter so they can judge the response of the disgruntled Seniors for themselves. In it the Seniors continue to suggest that the Board could merely "grandfather" the Seniors in place as of last year by our own interpretation through an adoption of Policy. The entire Board as well as counsel does not believe this is within the power of an Executive Board given that the entire matter had just been voted on by the Members. It would be contrary to the intent of the vote and would have the effect of undermining a Member vote.
Many members who have approached me to find some way to accommodate this disgruntled group should be disappointed by this action. The disgruntled Seniors appear to have seized on our recent report of a downturn of revenue in the last quarter of 2014 as attributable to their situation. Their counsel asserts that a downturn in volunteerism is also attributed to the situation regarding the disgruntled Seniors. Let me assure my fellow members and those Seniors who see their plight in such a light that our revenue numbers are attributed to a number of factors to include a Boat Show Bash that lost money against the 2014 budget that expected a profit. Other events which were forecast to break-even also lost money. Additionally, if not for an accounting anomaly, the year would have ended nearly $30,000 in the black. The situation is hardly dire. As for the phenomenon of reduced volunteerism, this has been an issue for the last few Executive Boards of which I have been a part. It far preceded the recent Senior dispute and the view of their importance to Club activities.
But let us try and gain some perspective on how we ended up at this juncture. What the Members voted on in September was a compromise from what was actively being considered the previous year. There was an active by-laws proposal in 2013 to ELIMINATE the former Emeritus category just prior to the 2013 Annual Meeting. The disgruntled Seniors should not forget this other side of the membership when they make their demands. Let's say, for arguments sake, that the Board implemented a Policy effectively grandfathering the Seniors in place to their previous dues of 25% of Voting Members. I have been assured by a number of other Members that a petition would rapidly be sought to ELIMINATE the Senior Membership Category in a manner similar to what other Clubs have done in recent years. Would such a motion carry? I honestly don't know. It might and doubtless the current group of Seniors would still sue the Club. If it didn't pass but the Seniors still got their "grandfathering" there would be another side of the Club that would feel aggrieved. The Board, in seeking the compromise of last year was attempting to maintain the Senior Membership Category in a way that would not lead other members who opposed its continued existence to try to eliminate it. It is a source of great frustration that the disgruntled group of Seniors seems to deny the existence of this fundamental fact.
The day after receiving this response, I had a conference call with the Board and our Counsel. They were as disappointed in the response as was I and united in their view that it was up this group to work with the Voting Members who disagreed with the vote on September 7 to initiate any motion for the Members to reconsider the issue. The refusal of the disgruntled Seniors to engage at all on this matter despite engaging other Members often and frequently at the Club on their views suggests Bad Faith on their part.
Let me close with a personal observation. I do not enjoy having to deal with this issue on an almost daily basis. It is extremely unpleasant. It was not what I envisioned for my second term as Commodore. I wanted the Club to solidify its finances and begin to look to the future. Instead, we are still fighting the past and arguing amongst ourselves. As Commodore, I have an obligation to see this through regardless of how distasteful it is to me personally. That is why I again urge the Seniors who are threatening their Club and fellow Members with a lawsuit to direct their considerable energy toward an effort with Voting Members who are sympathetic to their view. Draft a motion and get the Voting Member signatures necessary to call a Special Meeting. The Board will be as impartial as possible and will facilitate the logistics of such a meeting. This is all we can offer. This group, if they truly wish to avoid a lawsuit, must show good faith effort. If they continue to refuse to do this, then it will appear to the Board and me that they are intent on only seeking what they want outside the Member and by-law process. If that is the case, then I fear they will lead the Club into Court. The Board will not be blackmailed into appeasing this group. This is a Club and Member matter not something for the Courts.