Late Breaking Update: SCD Board arbitrarily cancels Board meeting in front of angry crowd

davis-senior-center

by Elaine Roberts-Musser

About  60 interested seniors were in attendance at the Aug. 28, 2012 scheduled Senior Citizens of Davis (SCD) Board meeting, ready to weigh in on agenda items.   They gathered in the previously arranged for MPR East at the Davis Senior Center, which seats well over a hundred people.  On the agenda were the following items:

  • Cancellation of the Aug. 14 Special Membership meeting to vote on the proposed bylaws
  • Resolution to retain legal counsel for all matters pertaining to SCD and its membership
  • Resolution to approve hiring an accounting firm for a forensic audit – FY 2006 to 2012
  • Resolution to approve a call for member input on Bylaw recommendations for a period of 30 days prior to any further action being taken regarding Bylaw revisions
  • Letter to City Manager/City Attorney regarding the release of SCD member list
  • Establishment of nominating committee for upcoming December elections
  • Member written request dated Aug 14, 2012 for Special Meeting

As SCD members patiently waited for the Board meeting to begin, there was an announcement that the SCD Board was refusing to hold the meeting in the MPR.  The Board President insisted the meeting was to be held in the small library, which seats about 6.  In consequence, the confused and infuriated audience began transferring to the library, until it was packed with about 25 people.  The rest of the SCD members spilled out and down the hallway.  City staff called the Fire Marshall.  An SCD member called the Davis Enterprise.

The Board President then asked for the names of Board members present.  When I said I was representing Board member Betty Iams as her attorney, that she could not be in attendance for health reasons, he refused to acknowledge me.  He then declared there was no quorum, so no meeting could be held, even though the bylaws clearly state a quorum of the Board is a majority of whoever is present.

It was noted by SCD members that business could still be conducted even if a quorum was not present, just  that no action could be taken.  The Board President insisted the three Board members present (excluding Betty Iams as represented by her attorney) be allowed to meet in private to discuss the situation.  The irritated seniors filed out of the room and hallway back into the MPR, to await the Board’s decision.

However, SCD members were so fed up with what was going on, they quickly put together a written petition to the Board to call for a Special meeting on Oct. 11, 2012, to:

  • Remove the current Board
  • Install an interim Board
  • Arrange for elections in December according to the Bylaws

As they were in the process of doing this, the Board President returned, overhearing the discussion of Board removal.  He indicated he had called an attorney representing the Board, and was awaiting clarification.  At some point he left, then returned, saying he would take 10 SCD member representatives to listen to the Board meeting in the library.  However, the seniors were vehemently opposed to any such limitations, and he again left the room.

After a while, as the petition for removal of the Board was circulating, a heated discussion of issues ensued – not the least of which was an inquiry into who would be paying for this attorney the Board had supposedly hired.  Any expenditures over $500 must be approved by SCD members.  Shortly thereafter,   the Board President returned to say the meeting was cancelled.  He also said something about addressing the Aug. 14, 2012 written request to convene a Special Meeting within the next 30 to 90 days.

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26 thoughts on “Late Breaking Update: SCD Board arbitrarily cancels Board meeting in front of angry crowd”

  1. Barbara King

    This ceratinly sounds like a situation that does indeed need a truly independent audit, at the very least. Good report, Elaine, and good work at the not-a-meeting.

  2. Phil Coleman

    I’m a geezer too, entering my 7th decade. So I can speak freely with no credible accusations of being “ageist.” And I’m factoring in the fact that the presenter of this story was an advocate, so implicit or direct bias is considered.

    Also, presuming they have a different take on events, the leader and Board membership should NEVER cancel a scheduled meeting on some pretense of room size. The call to the Fire Marshal and the Enterprise was really juicy stuff.

    Confident prediction: This Board is toast.

  3. E Roberts Musser

    [quote]Also, presuming they have a different take on events, the leader and Board membership should NEVER cancel a scheduled meeting on some pretense of room size.[/quote]

    For the life of me, I could not figure out what the Board President thought he was gaining by all this…

  4. E Roberts Musser

    [quote]Thanks Elaine for this – I apparently have a design flaw – I can’t be in all places at all times. LOL.[/quote]

    Funny how it is impossible to be at two places at once!

  5. JustSaying

    I’m concerned that your report doesn’t sound like it’s coming from an objective Vanguard reporter, but, rather, from an advocate for the elderly, the disenfranchised, the locked out, the Disrespected Davis Thirty. Oh, yeah, you are.

    Where can we send donations to help cover expenses to fight this takeover of one of Davis’ critical nonprofit groups?

    At this point, I’d say no by laws changes should be considered. The atmosphere is way too toxic for anyone to believe that the current board president isn’t trying something very unappropriate. Even if he might have started with good intentions, the way he’s treated the membership, disregarded their concerns, avoided answering media questions and tried various power maneuvers to get his way suggests he no longer can survive in a leadership role.

    Time to clean house. Thanks again for your attention to this matter.

  6. David Thompson

    Elaine, a good report on the meeting.

    My neighbors a few houses away asked me to attend the meeting yesterday knowing of my actions against the wrongful activities of illegal boards.

    Elaine’e reports of the improper machinations of the SCD board is correct. In addition to all of the other entreaties by people present Mr. Gerlach used every reason possible to say they had no quorum and could not meet.

    I told him that nonprofit law allows the organization to have a meeting without a duly authorised quorum. Under those circumstances they could still meet but they could not take action. As people were there to hear a discussion of what was goin on that would have been entirely appropriate. However, he refused to move the meeting to the larger room so that everyone there could at least attend.

    Fortunately, Elaine suggested the blocked out group re-convene to the larger room to discuss what to do.

    Discussions were good and the group seemed determine to take action.

    I had spotted in the bylaws about the board of directors that the membership could remove board members. I read that to the group. Then I was told by City staff that I had a copy of the wrong bylaws so I sat down.

    However, Maria Luchessi of City staff rushed over to look at the copy I had, she inspected it carefully then confirmed that I was reading from the right copy.

    I rose again to say that staff verified that I was using the correct copy and the membership at a duly called membership meeting could remove the board.

    With the guidance of Elaine and a few others that and other aspects were written into a petition for a membership meeting where there would be an opprtunity for the membership to remove the board. City staff offerred to type up the petition right there and then.

    Maria Luchessi of City staff ran back with the typed petition and the remainder of the people signed the petition. It needed only 20 signatures and I am assuming it got more than 40.

    Certainly from my perspective a very different staff response to a board gone bad than the City housing staff’s support for the illegal DACHA board.

    Elaine was a great help as were a number of other people in the room like Lois Richter.

    A lot went on yesterday but the seeds of change were firmly planted and change is on the way. Thanks to all of the seniors who attended.

    David Thompson

  7. greeneyes

    I’m flabbergasted that a board president is so clueless to what the bylaws of an organization are, or feels that he can ignore them and make up his own rules! Moving the meeting to a smaller venue to ignore the concerned membership is inexcusable. Agreeing with JustSaying that no bylaws changes are appropriate at this time. I’m so fascinated with this blatant disregard of bylaws of a membership organization and will continue to follow this. It’s becoming a case study for me as a consultant for nonprofits!

  8. E Roberts Musser

    [quote]Where can we send donations to help cover expenses to fight this takeover of one of Davis’ critical nonprofit groups? [/quote]

    At this point in time, the best thing you can do to assist on this issue is to join SCD if you have not already done so, and show up to each and every meeting to voice your concerns.

    [quote]I’m flabbergasted that a board president is so clueless to what the bylaws of an organization are, or feels that he can ignore them and make up his own rules! Moving the meeting to a smaller venue to ignore the concerned membership is inexcusable. Agreeing with JustSaying that no bylaws changes are appropriate at this time. I’m so fascinated with this blatant disregard of bylaws of a membership organization and will continue to follow this. It’s becoming a case study for me as a consultant for nonprofits![/quote]

    Yes, it is a peek into the dark underbelly of the nonprofit world. I have had a number of bad experiences w nonprofits, so I am not overly fond of them, bc they are not well regulated by the state. (I know that there are a number of nonprofits that are very well run, so please don’t take me to task for painting with too broad a brush.) Time and time again I have seen this same scenario play out, where an overly controlling Board member lets the power go to his/her head, or gets greedy, or a bit of both, and ruins the nonprofit for everyone. Here there is $560,000 at stake…

  9. David Thompson

    ERM: “Yes, it is a peek into the dark underbelly of the nonprofit world.”
    With the help of the Vanguard and the Enterprise this is what are we are learning about the “dark underbelly” of the Senior Citizens of Davis?

    •There is lots of money at stake
    •Changing the bylaws under the radar
    •Board not following the bylaws
    •Attempting to remove the rightful beneficiary
    •Attempting to split from founders legal intent
    •Turning their backs on the founders legal intent
    • Ignoring the major donor’s legal intent
    •Ignoring financial requirements of the bylaws
    •Removing financial oversight of others
    •Appointing their own people to the board
    •Placing all power in just a few officers
    •Inappropriate actions by President

    Just Saying hit the nail on the head.
    “At this point, I’d say no bylaws changes should be considered. The atmosphere is way too toxic for anyone to believe that the current board president isn’t trying something very inappropriate. Even if he might have started with good intentions, the way he’s treated the membership, disregarded their concerns, avoided answering media questions and tried various power manoeuvres to get his way suggests he no longer can survive in a leadership role.

    Time to clean house. Thanks again for your attention to this matter.”

    Those running SCD are doing exactly what the DACHA board did except in this case the staff of the Senior Center are actively working to have SCD meet the requirements of California law.

    I applaud the Senior Center staff for doing the right thing at the right time.

    A nonprofit has obligations under the law which when City staff see them occurring should be reported and stopped. Thank heavens they did.

    David Thompson

  10. Michael Harrington

    I think the Board should perform a thorough background check of its President, including interviewing his last non-profit job in S. California.

    If he were to quit now, that would be avoided.

  11. carhar

    [quote][/quote]
    All you need to do is go into the lobby at the Davis Senior Center, 646 A Street, fill out an application, pay the pro-rated dues, and you are a member. It is that easy. And no, they don’t have an application on line to my knowledge.

  12. David Thompson

    On the old City web site you could easily download a copy of the SCD membership application.

    However, on the new City web site I have looked everywhere but cannot find the membership application on line.

    City staff should put the SCD membership application back on the web site.

    David Thompson

  13. E Roberts Musser

    [quote]Those running SCD are doing exactly what the DACHA board did except in this case the staff of the Senior Center are actively working to have SCD meet the requirements of California law. [/quote]

    IMO the DACHA case is not comparable (and off topic), for a number of reasons…

    [quote]What is the minimum age to become a member of SCD? [/quote]

    No age limits to join SCD; no application form on line. To join, just go to the front desk of the Davis Senior Center to obtain an application form.

  14. highbeam

    That’s what i was told also, when i joined (at the front desk) – no age restrictions. However, i have found in the current Bylaws (the 2008 Amended Bylaws; a copy given to me by the wonderful front desk staff) a discrepancy…?

    Article II – Membership Eligibility and Organizational Dues
    Section 1. Person of at least 50 years of age are eligible for SCD membership.

    can anyone explain this?

  15. hpierce

    [quote]City staff should put the SCD membership application back on the web site.
    [/quote]Why? That would be a City cost…. why not ask the organization to have the City put it on-line at their own expense, or clean up their own web-site?

  16. Matt Williams

    Don Shor said . . .

    [i]”Do you have to reside in Davis?”[/i]

    No Don you do not.

    As an aside, the principal donor of the $560,000 is George Valente who is not a City of Davis resident . . . but clearly is a member of the Davis community. We all owe George a vote of thanks for his generosity.

  17. E Roberts Musser

    [quote]That’s what i was told also, when i joined (at the front desk) – no age restrictions. However, i have found in the current Bylaws (the 2008 Amended Bylaws; a copy given to me by the wonderful front desk staff) a discrepancy…?

    Article II – Membership Eligibility and Organizational Dues
    Section 1. Persons of at least 50 years of age are eligible for SCD membership.

    can anyone explain this?[/quote]

    Yes, the current bylaws have a provision that requires an age limit – which is illegal under CA law. So CA law trumps the bylaws, so there is no age limit. The bylaws clearly need revision, just not the revision the Board President envisioned…

    [quote]Do you have to reside in Davis?[/quote]

    No. In fact some members reside in Fairfield and out of state…

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