We are very pleased to announce that all of the governance reforms that were considered by the membership at the LPCA's February 11th membership meeting were passed overwhelmingly, with an average 76% "yes" vote on the proposals. None of them received less than 73% approval. The turnout was huge, with a remarkable 75% of all LCPA members voting in person or by proxy. The meeting drew 150 members to Holy Spirit School on a cold and wet winter night.
Here are the final ballot results, as certified by the chief election inspector, local attorney Steve Belzer:
Yes to No
#1 Increase Size of Board from 10 to 15 204 to 70
#2A Change Nominations to Elections Committee 211 to 63
#2B Permit Members to Fill Board Vacancies 213 to 61
#2C Electronic Access to Records 212 to 61
#2D Minimum of Quarterly Membership Meetings 214 to 60
#3A Limits on Number of Years Directors May Serve 198 to 76
#3B Adopt Flexible Quroum for Board Meetings 208 to 66
#4 Create LPCA Advisory Board 203 to 68
On behalf of all of the volunteers of LPCA Renaissance, we want to thank the members of the LPCA, for their extraordinary level of support for these important changes. We are humbled at the trust that they have shown in our proposals. We will do our best to live up to that trust.
This marks a new beginning for the LCPA and new opportunities for Land Park and its residents. Land Park residents are now engaged in their community as never before, which bodes very well for LPCA's and Land Park's future. That is a foundation we can all build on - and something our neighborhood can be quite proud of.
Now, we need to get down to work and implement the reforms and continue the LPCA Renaissance in earnest. We will check in with you from time to time to keep you abreast of things. Thank you, again.
Craig K. Powell, LPCA Director
Phone: (916) 456-9839
E-mail: ckpinsacto@aol.com
Terry Grimes, LPCA, Director
Phone: (916) 447-0758
E-mail: terryg@graphiccenter.net
Saturday, February 14, 2009
Tuesday, February 10, 2009
Length of Service of LPCA Board Members
At our Townhall meeting last week, an LPCA member asked that we post on our blog information on current LPCA directors and their lengths of service on the LPCA Board of Directors. To the best of our knowledge, the following information is accurate:
Elyse Metune, President and LPCA director: 4 years
Scott Rose, Vice President, LPCA Director and
Membership Subcommittee Chair: 10 months
Luree Stetson, LPCA Director and Land Use
Transportation Committee Chair: 18 years
Nikki Rueppel, LPCA Director: 18 years
Kearse McGill ,LPCA Director: 10 years
Judy Sundquist, LPCA Director and Transportation
Subcommittee Chair: 8 years
Craig Powell, LPCA Director and Parks
Committee Chair: 1 year
Terry Grimes, LPCA Director and Commercial
Revitalization Committee Chair: 10 months
Elyse Metune, President and LPCA director: 4 years
Scott Rose, Vice President, LPCA Director and
Membership Subcommittee Chair: 10 months
Luree Stetson, LPCA Director and Land Use
Transportation Committee Chair: 18 years
Nikki Rueppel, LPCA Director: 18 years
Kearse McGill ,LPCA Director: 10 years
Judy Sundquist, LPCA Director and Transportation
Subcommittee Chair: 8 years
Craig Powell, LPCA Director and Parks
Committee Chair: 1 year
Terry Grimes, LPCA Director and Commercial
Revitalization Committee Chair: 10 months
Monday, February 9, 2009
40 Days of Tyranny: Road Blocks on the Road to LPCA Democracy
In the 40 brief days since 43 members of the LPCA filed their petitions seeking a membership meeting to adopt reforms of the LPCA governance structure, the current LPCA leadership has thrown everything but the kitchen sink at the petitioning members and their supporters in a improper campaign to stop this membership meeting from happening, delay it from happening and defeating the reforms from ever being adopted if it does happen. We have summarized below 18 “road blocks” that the entrenched LPCA leadership has placed on the road to LPCA democracy. It has truly been: 40 days of tyranny.
1. The current LPCA leadership misappropriated funds to hire a lawyer to stall or prevent a membership meeting.
2. The current LPCA leadership has hired a 2nd lawyer and is now using a $3,000 LPCA slush fund to defeat governance reforms.
3. The current board majority is trying to use LPCA’s funds to purchase directors and officers’ liability insurance coverage to protect them against suits to recover misused funds.
4. The reservations for the February 4th Townhall meeting and the February. 11th membership meetings were canceled by Eskaton Monroe Lodge following a phone call from President Metune to Eskaton.
5. Ms. Metune and her board allies invented a “rule” to disenfranchise new LPCA members.
6. President Metune refused to call and notice a membership meeting in response to petitions from more than 5% of the membership, as she was required to do so by California stature.
7. President Metune produced a flawed legal opinion to stall or prevent a membership meeting, an opinion since repudiated by the 2nd lawyer she has now hired, using LPCA funds.
8. Ms. Metune refused to respond to, or even acknowledge, an authoritative legal memorandum rebutting her first attorney’s flawed opinion.
9. Ms. Metune, acting without board approval as required by the bylaws, hired a “facilitator” for the “Community Forum” for a cost of $400.
10. Ms. Metune, misusing this hand-picked facilitator, stifled member dissent at the “Community Forum.”
11. Ms. Metune disseminated a false summary of the events occurring at the “Community Forum.”
12. Ms. Metune refused to give lawful 10-days notice of the “Community Forum” meeting.
13. The offensive behavior of President Metune’s husband at the “forum” disrupted Eskaton Monroe Lodge, leading to the lodging of a complaint by Eskaton to the LPCA.
14. On January 2nd, Ms. Metune convened an illegally noticed board meeting at which the members’ petitions were unlawfully rejected
15. Ms. Metune and her board allies improperly appointed a loyalist as a 10th director at an illegally noticed board meeting.
16. Ms. Metune stonewalled lawful requests to inspect LPCA records for 11 crucial days.
17. At an illegally held board meeting on January 25th, Ms. Metune and her allies approved spending $3,000 more in legal fees to defeat the reforms.
18. In their recent letter to members, Ms. Metune and her allies misstated facts and failed to address the merits of the reform proposals.
Summary
These are only the improper actions that we are aware of and that we can confirm or document. We have no way of knowing what other misconduct the current leadership has engaged in during the past 40 days that have not yet been discovered.
All of the above the above illegitimate, wasteful and, let’s be honest, tyrannical actions have been taken by the current LPCA Board majority for the contemptible purpose of stopping, delaying or hindering the LPCA membership from simply debating and voting upon proposed governance reforms.
Ms. Metune and her allies adopt a public persona and posture as persons concerned about the opinions of the membership – as the “dog-and-pony” show presentation at the Jan. 21st “community forum” can attest – but when the scrutiny of the membership is not focused squarely on their behavior, they seize upon every available opportunity to run roughshod over the rights and interests of the LPCA, its members and the Land Park community - for the sake of preserving their previously unchallenged power over the LPCA, enabling them to pursue their own agenda for Land Park.
What does this 40-day history of misconduct tell you about how well the current LPCA Board majority is representing you and your interests and concerns, both as an LPCA member and a resident of Land Park?
Please vote “Yes” on all of the proposed governance reforms and do your part in returning the LPCA to a member-centered organization, not a director-dominated one that it currently is (LPCA Renaissance Value #1). And then, at the annual meeting in April, democratically elect 9 new members to the LPCA Board and give the LPCA the fresh start it - and Land Park – richly deserves. Thank you.
Detail on Impediments on the Road Blocks on the Road to LPCA Democracy
1. Misappropriation of LPCA Funds to Hire Lawyers to Stall or Prevent Membership Meeting. A week later, on December 29th, according to e-mail exchanges and billing records obtained by LPCA Renaissance, long-time LPCA directors Elyse Metune, Luree Stetson and Nikki Rueppel – acting without prior Board approval (as required by the bylaws) or even Board knowledge – hired the Sacramento law firm of Goldsberry, Freeman & Guzman in the name of, and on the credit of, the LPCA and in four days ran up $2,190 in bills at $300/hr. According to their e-mails, they retained the law firm: (a) to find a legal means of delaying or preventing the member-requested membership meeting from happening; and (2) to find a legal means of punishing LPCA director and LPCA Renaissance member, Craig Powell, for, in the words of Ms. Stetson and Ms. Rueppel, “organizing the petitioners.” This unauthorized incurrence of $2,190 of LPCA debt was a clear misappropriation of LPCA funds. Copies of the incriminating e-mails and billings may be viewed at www.lpcarenaissance.blogspot.com/
2. Hiring Lawyers at LPCA Expense to Defeat Governance Reforms = Breach of Duty. The $3,000 in additional legal fees is now undoubtedly being spent for the very same purpose as the first $2,190 of legal fees was spent (as disclosed in e-mails discovered during an inspection of LPCA records): to prevent the membership from adopting reforms that threaten their control of the LPCA. As Ms. Metune has been repeated reminded – to no discernable effect - spending LPCA funds to defeat the proposed governance reforms and to maintain herself and her allies in power constitutes a breach of fiduciary duty.
3. Latest Gambit – Purchase of Directors’ & Officers’ Insurance Policy. The latest ploy of the current LPCA leadership, as revealed at the invalid January 25th board meeting, is to have the LPCA purchase an insurance policy to cover the directors and officers from personal liability for their actions, a pretty obvious scheme by Ms. Metune and her allies to get the LPCA to indirectly pay, through insurance premiums, the cost of her defense costs and personal liability if she is held legally accountable for her misappropriation of LPCA funds. It is likely that the idea was the suggestion of one of the lawyers that she has hired to advise her at $300 per hour – all at the LPCA’s expense. Unfortunately for Ms. Metune and her board allies, most standard directors’ & officers’ liability insurance policies exclude coverage for all acts of malfeasance, misappropriation or breach of fiduciary duty.
4. Cancellation of Meeting Reservations at Eskaton – Ms. Metune’s Role. On Friday of last week, Ms. Metune called Eskaton Monroe Lodge, the originally scheduled venue for the LPCA Renaissance’s “Townhall” meeting on February 4th and the LPCA membership meeting on February 11th. Following Ms. Metune’s phone call to Eskaton, Eskaton promptly called LPCA Renaissance and informed us that they were canceling our reservations for both meetings. While we are not privy to the phone conversation between Ms. Metune and Eskaton, it is readily apparent that her phone directly led to Eskaton’s cancellation of our meeting reservations. Mr. Metune’s actions in causing Eskaton to cancel the reservations are reprehensible and has to be one of the most deplorable dirty tricks every played on the membership of an organization by its own president. Fortunately, we have been able to reschedule both meetings at Holy Spirit School for the same times and dates.
5. Ms. Metune’ Invention of a “Rule” to Disenfranchise New LPCA Members. On January 2nd, President Metune issued as “accounting of new membership applications” submitted by LPCA Renaissance to the LPCA Renaissance in which she declared about 10 membership applications “unqualified” because the address listed on the application was already the home of an existing LPCA member. Despite an unambiguous bylaw that states that “all persons over 18 years old residing in Land Park” are qualified to be members, President Metune “invented” an extra-legal (i.e. that is to say, not legal at all) rule, declaring peremptorily that only one vote could be cast from a given household.
In support of this non-existent rule, LPCA director Luree Stetson publicly declared at a recent Board meeting that the “one vote per household” limit “has always been in place.” This proved to be a patently false statement when prior year membership rolls were uncovered showing that “2 votes” per household were, in fact, the norm in several household in recent years, a fact that Ms. Stetson herself acknowledged in an e-mail she sent last year. Making up secret “rules” as they go along to suit their purposes- in this case to disenfranchise new LPCA members - is a not uncommon practice of the current board majority, as this episode demonstrates. See Craig Powell’s letter to the LPCA Treasurer objecting to this disenfranchisement of new members at www.lpcarenaissance.blogspot.com/
6. President’s Refusal to Call and Notice a Membership Meeting. On December 22, 2008, LPCA President Elyse Metune was handed petitions signed by 43 LPCA members (a number that has since grown to 64 members) - more than 5 percent of the LPCA membership. Under California statute, she had a duty to “promptly” call and mail notice of a meeting of the membership to consider the governance reforms proposed by the petitioners. She refused to do so, failing in her statutory duty.
7. Offer of Flawed Legal Opinion to Stall or Prevent Membership Meeting. On January 2nd, President Metune released an “opinion letter” she obtained from a lawyer in the Goldsberry firm (again, incurred at LPCA’s credit and expense) which took the position that 10% of the members – not 5% - must sign petitions before the LPCA is legally required to call a membership meeting. His thin 1½-page, double-spaced opinion letter, citing no supporting authority, took the preposterous position that an LPCA bylaw containing a 10% petition requirement superseded and overruled a directly inconsistent California statute that specifically grants LPCA members representing 5% or more of the membership the power to call a membership meeting. The second attorney hired by Ms. Metune (also with LPCA funds) recently repudiated the opinion of the first attorney.
8. Failure to Acknowledge/Respond to Authoritative Rebuttal Legal Memorandum. In response to the Goldsberry “opinion letter,” LPCA director Craig Powell, who is also a corporate attorney, prepared and delivered to Ms. Metune and her lawyer a 7-page, single-spaced legal memorandum with extensive citations to the most respected California legal authorities on California non-profit corporation law, all of which support the supremacy of the California statute’s more liberal “5% membership threshold” for petitions calling membership meetings over the more restrictive and invalid 10% threshold currently in the LPCA bylaws.. One wag even noted that the only bylaw provision that the current Board majority seems to want to follow is the one bylaw provision that is patently invalid under the law. President Metune and her lawyer did not even bother to respond to, let alone try to rebut, the conclusions and supporting authorities of Mr. Powell’s rebuttal memorandum. You may view Craig Powell’s legal memorandum at www.lpcarenaissance.blogspot.com/
9. Ms. Metune’s Unauthorized Hiring of a “Facilitator” for the “Community Forum.” Acting without the requisite board approval (or knowledge), Ms. Metune hired a meeting “facilitator” to run the January 21st “community forum” for a fee of $400 billed to the LPCA.
10. Stifling of Member Dissent at “Community Forum.” The meeting facilitator hired by Ms. Metune, following the express instructions of Ms. Metune, refused to allow LPCA members to speak for the first 2 hours and 45 minutes of the community forum, leading a large number of members to walk out of the meeting in frustration 30 minutes into it. At 9:15 p.m., after over two-thirds of the original attendees had left, members of the LPCA were finally given 15 minutes to actually speak during the “public comment” period at the very end of this so-called “community forum.” Through these actions, Ms. Metune successfully prevented members from publicly expressing criticism the current leadership in the run up to the February 11th vote on the proposed reforms.
11. Disseminating a Bogus Summary of the “Forum.” In the days following the January 21st “forum,” Ms. Metune sent out an LPCA e-mail with a grossly distorted description of the “forum” and which falsely characterized the independent efforts of at least a dozen LPCA members to be allowed to say anything as an “attempt by the LPCA Renaissance to takeover” the forum. The simple fact is that the so-called “forum” was high-jacked by Ms. Metune and her board allies who never intended from the very outset to permit LPCA members to say a word - at their own “forum”- until late in the evening when over two-thirds of the attendees had long left. You can read a point-by-point rebuttal of Ms. Metune’s phony recap of the “forum” at www.lpcarenaissance.blogspot.com/
12. Failure to Give Lawful Notice of January 21st ”Community Forum.” The “Community Forum” held on January 21st was actually called in November by the LPCA board and was designated a “special membership meeting,” which requires that prior written notice be mailed out to members not less than 10 days before the meeting. Ms. Metune ignored all entreaties by board members to send out the legally required notice. Three days before the scheduled meeting, Ms. Metune changed her mind and sent out a meeting notice just 72 hours notice instead and only to members who had given the LPCA their email addresses, skipping entirely 40% of the membership. See Mr. Powell’s e-mail to Ms. Metune protesting the failure to provide legal notice for the “forum” meeting at www.lpcarenaissance.blogspot.com/
13. Offensive Behavior of President’s Husband at “Forum” Generates Complaint. At the January 21st “forum” held at Eskaton Monroe Lodge, Ms. Metune’s husband created a disturbance by repeatedly and loudly intimidating critics, hurling loud epitaphs as he roamed the halls and entrance area of Eskaton, and generally making a nuisance of himself while apparently disturbing Eskaton residents. After the meeting, Eskaton sent Ms. Metune a complaint via e-mail, saying that such behavior would not be tolerated at future LPCA meetings at Eskaton. A copy of Eskaton’s complaint may be viewed at: www.lpcarenaissance,blogspot.com/
14. Illegal January 2nd Emergency Board Meeting; Rejection of Petitions; Revealing Comments. Also on January 2nd, Ms. Metune purported to hold an emergency board meeting (the 1st of 3 such emergency board members called by Ms. Metune in the past month). However, she failed to provide prior legal notice of the meeting to LPCA directors, rendering the meeting unlawful. At this meeting, Ms. Stetson’s declared that the petitioning members “would have to start all over,” rejecting all petitions calling for a membership meeting. In her comments, Ms. Stetson castigated LPCA director Craig Powell for his role in helping to gather member petitions, saying: “He should not be rewarded for his bad behavior.”
15. Illegal Appointment of Loyalist as 10th Director. In September of last year, respected attorney and LPCA director, Marjorie Van Ochten, resigned from her post as Treasurer and as a director to protest the chronic refusal of the LPCA board majority to comply with LPCA’s own bylaws. To fill Ms. Van Ochten’s board seat, the board majority at the improperly noticed January 2nd board meeting illegally appointed a candidate selected by the Nominations Committee (also dominated by members of the ruling clique), assuring a compliant 10th vote on the board and ignoring equally or better qualified competing applicants who would have helped diversify the board, both demographically and geographically, as mandated by LPCA bylaws. The current LPCA board consists entirely of middle-aged or older Caucasians and has so for years.
16. Stonewalling on Records Inspection Requests. On January 7th, two directors of the LPCA, Craig Powell and Terry Grimes, notified Ms. Metune and the LPCA Secretary, Mr. Kearse McGill, that they wished to exercise their rights, as directors, to examine certain specified records of the LPCA. Under the bylaws and California law, a director has the right to examine any records of the LPCA at “any reasonable time.” The two directors offered Ms. Metune and Mr. McGill the option of choosing one of four alternative dates to provide access to the requested records, all of which were refused. When the four offered dates were refused, Mr. Powell and Mr. Grimes offered 3 other dates, which were also rejected. See Mr. Powell’s letter to Ms. Metune and Mr. McGill at www.lpcarenaissance.blogspot.com/
During a critical stage in the reform process, when the petitioning members needed prompt access to LPCA membership records in order to mail meeting notices to the members, Ms. Metune and Mr. McGill stalled for 11 days before providing access to the requested records, and then only after three demand letters were issued. They finally made the records available by calling Mr. Powell on a Sunday afternoon and telling him that he and Mr. Grimes had exactly 1½ hours from the time of his phone call to review and make selected copies of four boxes of completely unorganized LPCA records. They also refused to provide Mr. Powell and Mr. Grimes with an electronic file of the membership record (which is how the LPCA maintains such records), providing instead a paper copy to make it as difficult as possible for the petitioning members to compile a data base of member information and to mail out meeting notices.
17. Illegal January 25th Emergency Board Meeting. A week ago, Ms. Metune called a 2nd emergency board meeting this month, this time for Sunday, Jan. 25th, without legally required 48 hours prior notice to membership. Instead, she provided only 3 hours notice to members. She also knowingly transmitting a phony meeting “agenda” that purposefully failed to disclose a pre-arranged plan to ram through the board – without in any way alerting an unsuspecting LPCA membership – an authorization for the President to spend up to $3,000 on legal fees as she, in her unfettered discretion, wishes. That sum is in addition to the $2,190 in legal fess already run up on the LPCA’s credit in a misappropriation of LPCA funds in late December by LPCA directors Elyse Metune, Luree Stetson and Nikki Rueppel. In response to these actions, LPCA director Craig Powell filed a protest letter to Ms. Metune and the Board objecting to the illegal $3,000 authorization and the attempt to deceive the LPCA membership by publishing a false and misleading agenda hours before the January 25th meeting. To see Mr. Powell’s letter, go to: www.lpcarenaissance.blogspot.com/
18. The Off-Point Response of “Support LPCA.” On Friday, LPCA members received a 3-page letter from the six LPCA directors currently in control of the LPCA board: Elyse Metune, Luree Stetson, Kearse McGill, Nikki Rueppel, Judy Sundquist and Caroline Peck (who is actually not even a director of the LPCA since her purported “appointment” to the board was made at an illegally convened board meeting). The rambling letter from “Support LPCA” covered a myriad of topics, none of which appear to have any bearing on the actual merits of the proposed governance reforms. In one instance, they denied that they had “sacked” the former LPCA president in March of last year. In the next breath, however, they acknowledge removing him from the board in a 6-0 vote.
This last statement drew a quick protest via in an e-mail sent by former LPCA director Carrie Cornwell, one of the three LPCA directors who resigned in protest in March, 2008. She insisted that they set the record straight by honestly reporting that she voted “No” on the vote to remove the president, making it actually a 5-1 vote for “sacking” the president, immediately after which she resigned from the LPCA in protest of the sacking and in protest of the false pretenses that led her to attend the meeting in the first place, giving them the quorum they needed to hold a lawful board meeting and sack the president.
Their letter also takes on LPCA director and LPCA Renaissance member, Craig Powell, saying that he provided “guidance” to the board majority last year in the lead up to their sacking of the LPCA president. Mr. Powell at the time was not yet an LPCA director and had known the members of the board majority for only a month or so. He, like many LPCA directors who preceded him, initially believed that the board majority were faithfully representing the interests of the membership and Land Park at large. At the time, he had not even met the then LPCA President, Mr. Jon Jensen, and knew only that the board majority were exceedingly anxious to expel him. At their request, he offered them advice on the corporate rules for removing an officer and director.
In the months that followed, after his appointment to the Board, Mr. Powell came to realize – again, as many directors have in years past - that the board majority was not the least bit interested in serving or representing the interests of the members or Land Park, but were concerned only with maintaining their control over the LPCA and imposing their own personal views and agenda on the LPCA and the Land Park community. Mr. Powell deeply regrets that he was snookered by the board majority into a false belief in the integrity of their intentions and regrets even more his advisory role in the board’s removal of Mr. Jensen. In the many months since then, Mr. Jensen and Powell have become colleagues and fast friends. While they have very divergent political views, they share a common goal of liberating the LPCA from the entrenched control of the current board majority and also share a firm commitment to the 7 Values of the LPCA Renaissance.
1. The current LPCA leadership misappropriated funds to hire a lawyer to stall or prevent a membership meeting.
2. The current LPCA leadership has hired a 2nd lawyer and is now using a $3,000 LPCA slush fund to defeat governance reforms.
3. The current board majority is trying to use LPCA’s funds to purchase directors and officers’ liability insurance coverage to protect them against suits to recover misused funds.
4. The reservations for the February 4th Townhall meeting and the February. 11th membership meetings were canceled by Eskaton Monroe Lodge following a phone call from President Metune to Eskaton.
5. Ms. Metune and her board allies invented a “rule” to disenfranchise new LPCA members.
6. President Metune refused to call and notice a membership meeting in response to petitions from more than 5% of the membership, as she was required to do so by California stature.
7. President Metune produced a flawed legal opinion to stall or prevent a membership meeting, an opinion since repudiated by the 2nd lawyer she has now hired, using LPCA funds.
8. Ms. Metune refused to respond to, or even acknowledge, an authoritative legal memorandum rebutting her first attorney’s flawed opinion.
9. Ms. Metune, acting without board approval as required by the bylaws, hired a “facilitator” for the “Community Forum” for a cost of $400.
10. Ms. Metune, misusing this hand-picked facilitator, stifled member dissent at the “Community Forum.”
11. Ms. Metune disseminated a false summary of the events occurring at the “Community Forum.”
12. Ms. Metune refused to give lawful 10-days notice of the “Community Forum” meeting.
13. The offensive behavior of President Metune’s husband at the “forum” disrupted Eskaton Monroe Lodge, leading to the lodging of a complaint by Eskaton to the LPCA.
14. On January 2nd, Ms. Metune convened an illegally noticed board meeting at which the members’ petitions were unlawfully rejected
15. Ms. Metune and her board allies improperly appointed a loyalist as a 10th director at an illegally noticed board meeting.
16. Ms. Metune stonewalled lawful requests to inspect LPCA records for 11 crucial days.
17. At an illegally held board meeting on January 25th, Ms. Metune and her allies approved spending $3,000 more in legal fees to defeat the reforms.
18. In their recent letter to members, Ms. Metune and her allies misstated facts and failed to address the merits of the reform proposals.
Summary
These are only the improper actions that we are aware of and that we can confirm or document. We have no way of knowing what other misconduct the current leadership has engaged in during the past 40 days that have not yet been discovered.
All of the above the above illegitimate, wasteful and, let’s be honest, tyrannical actions have been taken by the current LPCA Board majority for the contemptible purpose of stopping, delaying or hindering the LPCA membership from simply debating and voting upon proposed governance reforms.
Ms. Metune and her allies adopt a public persona and posture as persons concerned about the opinions of the membership – as the “dog-and-pony” show presentation at the Jan. 21st “community forum” can attest – but when the scrutiny of the membership is not focused squarely on their behavior, they seize upon every available opportunity to run roughshod over the rights and interests of the LPCA, its members and the Land Park community - for the sake of preserving their previously unchallenged power over the LPCA, enabling them to pursue their own agenda for Land Park.
What does this 40-day history of misconduct tell you about how well the current LPCA Board majority is representing you and your interests and concerns, both as an LPCA member and a resident of Land Park?
Please vote “Yes” on all of the proposed governance reforms and do your part in returning the LPCA to a member-centered organization, not a director-dominated one that it currently is (LPCA Renaissance Value #1). And then, at the annual meeting in April, democratically elect 9 new members to the LPCA Board and give the LPCA the fresh start it - and Land Park – richly deserves. Thank you.
Detail on Impediments on the Road Blocks on the Road to LPCA Democracy
1. Misappropriation of LPCA Funds to Hire Lawyers to Stall or Prevent Membership Meeting. A week later, on December 29th, according to e-mail exchanges and billing records obtained by LPCA Renaissance, long-time LPCA directors Elyse Metune, Luree Stetson and Nikki Rueppel – acting without prior Board approval (as required by the bylaws) or even Board knowledge – hired the Sacramento law firm of Goldsberry, Freeman & Guzman in the name of, and on the credit of, the LPCA and in four days ran up $2,190 in bills at $300/hr. According to their e-mails, they retained the law firm: (a) to find a legal means of delaying or preventing the member-requested membership meeting from happening; and (2) to find a legal means of punishing LPCA director and LPCA Renaissance member, Craig Powell, for, in the words of Ms. Stetson and Ms. Rueppel, “organizing the petitioners.” This unauthorized incurrence of $2,190 of LPCA debt was a clear misappropriation of LPCA funds. Copies of the incriminating e-mails and billings may be viewed at www.lpcarenaissance.blogspot.com/
2. Hiring Lawyers at LPCA Expense to Defeat Governance Reforms = Breach of Duty. The $3,000 in additional legal fees is now undoubtedly being spent for the very same purpose as the first $2,190 of legal fees was spent (as disclosed in e-mails discovered during an inspection of LPCA records): to prevent the membership from adopting reforms that threaten their control of the LPCA. As Ms. Metune has been repeated reminded – to no discernable effect - spending LPCA funds to defeat the proposed governance reforms and to maintain herself and her allies in power constitutes a breach of fiduciary duty.
3. Latest Gambit – Purchase of Directors’ & Officers’ Insurance Policy. The latest ploy of the current LPCA leadership, as revealed at the invalid January 25th board meeting, is to have the LPCA purchase an insurance policy to cover the directors and officers from personal liability for their actions, a pretty obvious scheme by Ms. Metune and her allies to get the LPCA to indirectly pay, through insurance premiums, the cost of her defense costs and personal liability if she is held legally accountable for her misappropriation of LPCA funds. It is likely that the idea was the suggestion of one of the lawyers that she has hired to advise her at $300 per hour – all at the LPCA’s expense. Unfortunately for Ms. Metune and her board allies, most standard directors’ & officers’ liability insurance policies exclude coverage for all acts of malfeasance, misappropriation or breach of fiduciary duty.
4. Cancellation of Meeting Reservations at Eskaton – Ms. Metune’s Role. On Friday of last week, Ms. Metune called Eskaton Monroe Lodge, the originally scheduled venue for the LPCA Renaissance’s “Townhall” meeting on February 4th and the LPCA membership meeting on February 11th. Following Ms. Metune’s phone call to Eskaton, Eskaton promptly called LPCA Renaissance and informed us that they were canceling our reservations for both meetings. While we are not privy to the phone conversation between Ms. Metune and Eskaton, it is readily apparent that her phone directly led to Eskaton’s cancellation of our meeting reservations. Mr. Metune’s actions in causing Eskaton to cancel the reservations are reprehensible and has to be one of the most deplorable dirty tricks every played on the membership of an organization by its own president. Fortunately, we have been able to reschedule both meetings at Holy Spirit School for the same times and dates.
5. Ms. Metune’ Invention of a “Rule” to Disenfranchise New LPCA Members. On January 2nd, President Metune issued as “accounting of new membership applications” submitted by LPCA Renaissance to the LPCA Renaissance in which she declared about 10 membership applications “unqualified” because the address listed on the application was already the home of an existing LPCA member. Despite an unambiguous bylaw that states that “all persons over 18 years old residing in Land Park” are qualified to be members, President Metune “invented” an extra-legal (i.e. that is to say, not legal at all) rule, declaring peremptorily that only one vote could be cast from a given household.
In support of this non-existent rule, LPCA director Luree Stetson publicly declared at a recent Board meeting that the “one vote per household” limit “has always been in place.” This proved to be a patently false statement when prior year membership rolls were uncovered showing that “2 votes” per household were, in fact, the norm in several household in recent years, a fact that Ms. Stetson herself acknowledged in an e-mail she sent last year. Making up secret “rules” as they go along to suit their purposes- in this case to disenfranchise new LPCA members - is a not uncommon practice of the current board majority, as this episode demonstrates. See Craig Powell’s letter to the LPCA Treasurer objecting to this disenfranchisement of new members at www.lpcarenaissance.blogspot.com/
6. President’s Refusal to Call and Notice a Membership Meeting. On December 22, 2008, LPCA President Elyse Metune was handed petitions signed by 43 LPCA members (a number that has since grown to 64 members) - more than 5 percent of the LPCA membership. Under California statute, she had a duty to “promptly” call and mail notice of a meeting of the membership to consider the governance reforms proposed by the petitioners. She refused to do so, failing in her statutory duty.
7. Offer of Flawed Legal Opinion to Stall or Prevent Membership Meeting. On January 2nd, President Metune released an “opinion letter” she obtained from a lawyer in the Goldsberry firm (again, incurred at LPCA’s credit and expense) which took the position that 10% of the members – not 5% - must sign petitions before the LPCA is legally required to call a membership meeting. His thin 1½-page, double-spaced opinion letter, citing no supporting authority, took the preposterous position that an LPCA bylaw containing a 10% petition requirement superseded and overruled a directly inconsistent California statute that specifically grants LPCA members representing 5% or more of the membership the power to call a membership meeting. The second attorney hired by Ms. Metune (also with LPCA funds) recently repudiated the opinion of the first attorney.
8. Failure to Acknowledge/Respond to Authoritative Rebuttal Legal Memorandum. In response to the Goldsberry “opinion letter,” LPCA director Craig Powell, who is also a corporate attorney, prepared and delivered to Ms. Metune and her lawyer a 7-page, single-spaced legal memorandum with extensive citations to the most respected California legal authorities on California non-profit corporation law, all of which support the supremacy of the California statute’s more liberal “5% membership threshold” for petitions calling membership meetings over the more restrictive and invalid 10% threshold currently in the LPCA bylaws.. One wag even noted that the only bylaw provision that the current Board majority seems to want to follow is the one bylaw provision that is patently invalid under the law. President Metune and her lawyer did not even bother to respond to, let alone try to rebut, the conclusions and supporting authorities of Mr. Powell’s rebuttal memorandum. You may view Craig Powell’s legal memorandum at www.lpcarenaissance.blogspot.com/
9. Ms. Metune’s Unauthorized Hiring of a “Facilitator” for the “Community Forum.” Acting without the requisite board approval (or knowledge), Ms. Metune hired a meeting “facilitator” to run the January 21st “community forum” for a fee of $400 billed to the LPCA.
10. Stifling of Member Dissent at “Community Forum.” The meeting facilitator hired by Ms. Metune, following the express instructions of Ms. Metune, refused to allow LPCA members to speak for the first 2 hours and 45 minutes of the community forum, leading a large number of members to walk out of the meeting in frustration 30 minutes into it. At 9:15 p.m., after over two-thirds of the original attendees had left, members of the LPCA were finally given 15 minutes to actually speak during the “public comment” period at the very end of this so-called “community forum.” Through these actions, Ms. Metune successfully prevented members from publicly expressing criticism the current leadership in the run up to the February 11th vote on the proposed reforms.
11. Disseminating a Bogus Summary of the “Forum.” In the days following the January 21st “forum,” Ms. Metune sent out an LPCA e-mail with a grossly distorted description of the “forum” and which falsely characterized the independent efforts of at least a dozen LPCA members to be allowed to say anything as an “attempt by the LPCA Renaissance to takeover” the forum. The simple fact is that the so-called “forum” was high-jacked by Ms. Metune and her board allies who never intended from the very outset to permit LPCA members to say a word - at their own “forum”- until late in the evening when over two-thirds of the attendees had long left. You can read a point-by-point rebuttal of Ms. Metune’s phony recap of the “forum” at www.lpcarenaissance.blogspot.com/
12. Failure to Give Lawful Notice of January 21st ”Community Forum.” The “Community Forum” held on January 21st was actually called in November by the LPCA board and was designated a “special membership meeting,” which requires that prior written notice be mailed out to members not less than 10 days before the meeting. Ms. Metune ignored all entreaties by board members to send out the legally required notice. Three days before the scheduled meeting, Ms. Metune changed her mind and sent out a meeting notice just 72 hours notice instead and only to members who had given the LPCA their email addresses, skipping entirely 40% of the membership. See Mr. Powell’s e-mail to Ms. Metune protesting the failure to provide legal notice for the “forum” meeting at www.lpcarenaissance.blogspot.com/
13. Offensive Behavior of President’s Husband at “Forum” Generates Complaint. At the January 21st “forum” held at Eskaton Monroe Lodge, Ms. Metune’s husband created a disturbance by repeatedly and loudly intimidating critics, hurling loud epitaphs as he roamed the halls and entrance area of Eskaton, and generally making a nuisance of himself while apparently disturbing Eskaton residents. After the meeting, Eskaton sent Ms. Metune a complaint via e-mail, saying that such behavior would not be tolerated at future LPCA meetings at Eskaton. A copy of Eskaton’s complaint may be viewed at: www.lpcarenaissance,blogspot.com/
14. Illegal January 2nd Emergency Board Meeting; Rejection of Petitions; Revealing Comments. Also on January 2nd, Ms. Metune purported to hold an emergency board meeting (the 1st of 3 such emergency board members called by Ms. Metune in the past month). However, she failed to provide prior legal notice of the meeting to LPCA directors, rendering the meeting unlawful. At this meeting, Ms. Stetson’s declared that the petitioning members “would have to start all over,” rejecting all petitions calling for a membership meeting. In her comments, Ms. Stetson castigated LPCA director Craig Powell for his role in helping to gather member petitions, saying: “He should not be rewarded for his bad behavior.”
15. Illegal Appointment of Loyalist as 10th Director. In September of last year, respected attorney and LPCA director, Marjorie Van Ochten, resigned from her post as Treasurer and as a director to protest the chronic refusal of the LPCA board majority to comply with LPCA’s own bylaws. To fill Ms. Van Ochten’s board seat, the board majority at the improperly noticed January 2nd board meeting illegally appointed a candidate selected by the Nominations Committee (also dominated by members of the ruling clique), assuring a compliant 10th vote on the board and ignoring equally or better qualified competing applicants who would have helped diversify the board, both demographically and geographically, as mandated by LPCA bylaws. The current LPCA board consists entirely of middle-aged or older Caucasians and has so for years.
16. Stonewalling on Records Inspection Requests. On January 7th, two directors of the LPCA, Craig Powell and Terry Grimes, notified Ms. Metune and the LPCA Secretary, Mr. Kearse McGill, that they wished to exercise their rights, as directors, to examine certain specified records of the LPCA. Under the bylaws and California law, a director has the right to examine any records of the LPCA at “any reasonable time.” The two directors offered Ms. Metune and Mr. McGill the option of choosing one of four alternative dates to provide access to the requested records, all of which were refused. When the four offered dates were refused, Mr. Powell and Mr. Grimes offered 3 other dates, which were also rejected. See Mr. Powell’s letter to Ms. Metune and Mr. McGill at www.lpcarenaissance.blogspot.com/
During a critical stage in the reform process, when the petitioning members needed prompt access to LPCA membership records in order to mail meeting notices to the members, Ms. Metune and Mr. McGill stalled for 11 days before providing access to the requested records, and then only after three demand letters were issued. They finally made the records available by calling Mr. Powell on a Sunday afternoon and telling him that he and Mr. Grimes had exactly 1½ hours from the time of his phone call to review and make selected copies of four boxes of completely unorganized LPCA records. They also refused to provide Mr. Powell and Mr. Grimes with an electronic file of the membership record (which is how the LPCA maintains such records), providing instead a paper copy to make it as difficult as possible for the petitioning members to compile a data base of member information and to mail out meeting notices.
17. Illegal January 25th Emergency Board Meeting. A week ago, Ms. Metune called a 2nd emergency board meeting this month, this time for Sunday, Jan. 25th, without legally required 48 hours prior notice to membership. Instead, she provided only 3 hours notice to members. She also knowingly transmitting a phony meeting “agenda” that purposefully failed to disclose a pre-arranged plan to ram through the board – without in any way alerting an unsuspecting LPCA membership – an authorization for the President to spend up to $3,000 on legal fees as she, in her unfettered discretion, wishes. That sum is in addition to the $2,190 in legal fess already run up on the LPCA’s credit in a misappropriation of LPCA funds in late December by LPCA directors Elyse Metune, Luree Stetson and Nikki Rueppel. In response to these actions, LPCA director Craig Powell filed a protest letter to Ms. Metune and the Board objecting to the illegal $3,000 authorization and the attempt to deceive the LPCA membership by publishing a false and misleading agenda hours before the January 25th meeting. To see Mr. Powell’s letter, go to: www.lpcarenaissance.blogspot.com/
18. The Off-Point Response of “Support LPCA.” On Friday, LPCA members received a 3-page letter from the six LPCA directors currently in control of the LPCA board: Elyse Metune, Luree Stetson, Kearse McGill, Nikki Rueppel, Judy Sundquist and Caroline Peck (who is actually not even a director of the LPCA since her purported “appointment” to the board was made at an illegally convened board meeting). The rambling letter from “Support LPCA” covered a myriad of topics, none of which appear to have any bearing on the actual merits of the proposed governance reforms. In one instance, they denied that they had “sacked” the former LPCA president in March of last year. In the next breath, however, they acknowledge removing him from the board in a 6-0 vote.
This last statement drew a quick protest via in an e-mail sent by former LPCA director Carrie Cornwell, one of the three LPCA directors who resigned in protest in March, 2008. She insisted that they set the record straight by honestly reporting that she voted “No” on the vote to remove the president, making it actually a 5-1 vote for “sacking” the president, immediately after which she resigned from the LPCA in protest of the sacking and in protest of the false pretenses that led her to attend the meeting in the first place, giving them the quorum they needed to hold a lawful board meeting and sack the president.
Their letter also takes on LPCA director and LPCA Renaissance member, Craig Powell, saying that he provided “guidance” to the board majority last year in the lead up to their sacking of the LPCA president. Mr. Powell at the time was not yet an LPCA director and had known the members of the board majority for only a month or so. He, like many LPCA directors who preceded him, initially believed that the board majority were faithfully representing the interests of the membership and Land Park at large. At the time, he had not even met the then LPCA President, Mr. Jon Jensen, and knew only that the board majority were exceedingly anxious to expel him. At their request, he offered them advice on the corporate rules for removing an officer and director.
In the months that followed, after his appointment to the Board, Mr. Powell came to realize – again, as many directors have in years past - that the board majority was not the least bit interested in serving or representing the interests of the members or Land Park, but were concerned only with maintaining their control over the LPCA and imposing their own personal views and agenda on the LPCA and the Land Park community. Mr. Powell deeply regrets that he was snookered by the board majority into a false belief in the integrity of their intentions and regrets even more his advisory role in the board’s removal of Mr. Jensen. In the many months since then, Mr. Jensen and Powell have become colleagues and fast friends. While they have very divergent political views, they share a common goal of liberating the LPCA from the entrenched control of the current board majority and also share a firm commitment to the 7 Values of the LPCA Renaissance.
Friday, February 6, 2009
Former LPCA President Speaks
Fellow LPCA members,
My name is Jon Jensen and I am writing this letter to encourage you to vote for the reforms proposed by LPCA Renaissance.
I served as president of the Land Park Community Association from March 2007 until March 2008. I can tell you that all of the changes proposed are absolutely necessary if LPCA is to endure as a neighborhood organization.
Sadly, during my tenure as president I came to realize that LPCA has slipped into the control of a few long-time members who seem more interested in control than in furthering the interests of the neighborhood as a whole. Several neighbors have told me they thought these persons had represented the interests of our neighborhood well in the past, but I can assure you that simply is no longer the case. What these members do now is to act in secret to set policy, refuse to include anyone outside their inner circle in the policy setting, and censure and distort information disseminated to the public.
When I joined LPCA, my particular interest was, and still is, land use planning. I have become interested in architecture as well as urban planning and thought involvement in this part of LPCA would be a wonderful way to combine my interest with community service. Because of this interest, I got a view of the LPCA Land Use Committee in operation at the ground level. What I experienced was alarming: a lack of overall objectives other than harassment and rude, unfair negotiating tactics. I was regarded as an irritant simply for asking questions and ultimately “forgotten” in all LPCA correspondence concerning land use issues.
Additionally, I attended the city’s Planning Academy and learned what the outside community really thought about LPCA. Not much. At the same time, and before I realized just how fruitless discussions of internal reform really were, I also attempted to introduce transparency and increased neighborhood participation into LPCA.
Everyone on the board of directors said they were in favor of such reform, but when it came to putting these principles into practice, it was back to the same old control by the long-time members. An illustration of this is the current Land Use Policy. The long-time members formally adopted and published this exclusionary policy last January 16th after I forced them to do so.
Inclusiveness and openness are such obvious requirements of a neighborhood organization that I do not think anyone can dispute their necessity. It is just that when the long-time members say they are also in favor of these principles you cannot believe them. They have had many chances to practice these principles and have chosen to not do so. If not my experience, then the resignation of four other directors in the last year should tell you that.
Vote for the reforms, preferably in person on February 11th or by sending your proxy to LPCA Renaissance before then. We have a wonderful neighborhood with lots of residents who have much to contribute. Lets give everyone, not just the few, a chance to participate.
My name is Jon Jensen and I am writing this letter to encourage you to vote for the reforms proposed by LPCA Renaissance.
I served as president of the Land Park Community Association from March 2007 until March 2008. I can tell you that all of the changes proposed are absolutely necessary if LPCA is to endure as a neighborhood organization.
Sadly, during my tenure as president I came to realize that LPCA has slipped into the control of a few long-time members who seem more interested in control than in furthering the interests of the neighborhood as a whole. Several neighbors have told me they thought these persons had represented the interests of our neighborhood well in the past, but I can assure you that simply is no longer the case. What these members do now is to act in secret to set policy, refuse to include anyone outside their inner circle in the policy setting, and censure and distort information disseminated to the public.
When I joined LPCA, my particular interest was, and still is, land use planning. I have become interested in architecture as well as urban planning and thought involvement in this part of LPCA would be a wonderful way to combine my interest with community service. Because of this interest, I got a view of the LPCA Land Use Committee in operation at the ground level. What I experienced was alarming: a lack of overall objectives other than harassment and rude, unfair negotiating tactics. I was regarded as an irritant simply for asking questions and ultimately “forgotten” in all LPCA correspondence concerning land use issues.
Additionally, I attended the city’s Planning Academy and learned what the outside community really thought about LPCA. Not much. At the same time, and before I realized just how fruitless discussions of internal reform really were, I also attempted to introduce transparency and increased neighborhood participation into LPCA.
Everyone on the board of directors said they were in favor of such reform, but when it came to putting these principles into practice, it was back to the same old control by the long-time members. An illustration of this is the current Land Use Policy. The long-time members formally adopted and published this exclusionary policy last January 16th after I forced them to do so.
Inclusiveness and openness are such obvious requirements of a neighborhood organization that I do not think anyone can dispute their necessity. It is just that when the long-time members say they are also in favor of these principles you cannot believe them. They have had many chances to practice these principles and have chosen to not do so. If not my experience, then the resignation of four other directors in the last year should tell you that.
Vote for the reforms, preferably in person on February 11th or by sending your proxy to LPCA Renaissance before then. We have a wonderful neighborhood with lots of residents who have much to contribute. Lets give everyone, not just the few, a chance to participate.
Wednesday, February 4, 2009
How To Become a LPCA Member
Still not a member of the LPCA?
Use this link to the LPCA website where you can electronically join:
http://www.landpark.org/userfiles/115.membership_form.htm
Use this link to the LPCA website where you can electronically join:
http://www.landpark.org/userfiles/115.membership_form.htm
Proxy For Land Park Community Association
Member Proxy
for
Land Park Community Association
The undersigned, a member or applicant for membership in the Land Park Community Association (“Association”), appoints _______________________________ as my proxy to attend and vote on my behalf at the Special Membership Meeting of the Association that will be held on February 11, 2009, as well as at any adjournment of that meeting.
The undersigned authorizes my proxy holder to vote on all matters brought before the membership at the February 11, 2009 Special Membership Meeting (and at any adjournment of that meeting) and to otherwise represent me in the same manner and with the same effect as if I were personally present, but if I choose to personally attend that meeting (or any adjournment thereof), this proxy shall be deemed to be automatically revoked during the time of my physical presence at that meeting. This proxy may be revoked at any time and shall expire of its own terms without notice one year from the date written below.
DATE: ___________, 2009
_____________________________
(Member’s Signature)
______________________________
(Member’s Printed Name)
______________________________
(Member’s Address)
______________________________
for
Land Park Community Association
The undersigned, a member or applicant for membership in the Land Park Community Association (“Association”), appoints _______________________________ as my proxy to attend and vote on my behalf at the Special Membership Meeting of the Association that will be held on February 11, 2009, as well as at any adjournment of that meeting.
The undersigned authorizes my proxy holder to vote on all matters brought before the membership at the February 11, 2009 Special Membership Meeting (and at any adjournment of that meeting) and to otherwise represent me in the same manner and with the same effect as if I were personally present, but if I choose to personally attend that meeting (or any adjournment thereof), this proxy shall be deemed to be automatically revoked during the time of my physical presence at that meeting. This proxy may be revoked at any time and shall expire of its own terms without notice one year from the date written below.
DATE: ___________, 2009
_____________________________
(Member’s Signature)
______________________________
(Member’s Printed Name)
______________________________
(Member’s Address)
______________________________
Tuesday, February 3, 2009
Proposed Bylaw Amendments
Proposed Reforms and Amendments
to the
Bylaws of the
Land Park Community Association
To be Considered at a
Special Membership Meeting, 6:30 p.m., Wednesday, February 11, 2009
Holy Spirit School
3920 West Land Park Drive, Sacramento, CA 95822
Reform No. 1 - Increase the Number of Board Members From 10 to 15.
Proposed Bylaw Amendment No. 1: The first sentence of Bylaws Section 7.2, entitled “Number and Qualifications of Board Members,” shall be amended to read as follows:
“There shall be fifteen (15) Board Members of the LPCA.”
The second sentence of Bylaws Section 7.3, entitled “Term of Office,” shall be amended to read as follows:
“Eight (8) Board Members shall be elected in odd-numbered years, and seven (7) Board Members shall be elected in even-numbered years.”
Currently, Section 7.2 provides that the LPCA shall have only ten (10) “Board Members,” also know as directors. It is never recommended that a board of directors have an even number of directors as it greatly increases the likelihood of paralyzing board deadlocks, with 5 to 5 tie votes. In fact, a comprehensive “Transparency Proposal” proposed by LPCA director and LPCA Renaissance member Craig Powell, was killed on a deadlocked tie vote this past fall, just one of several LPCA Board dead-locks in the past year. Changing the number of Board Members to an odd number will greatly reduce the opportunity for deadlocked votes.
More importantly, however, increasing the current Board from 10 to 15 will allow a reformed LPCA to bring on board more volunteer leaders who will greatly leverage the LPCA’s ability to perform its existing tasks better and to initiate and lead new projects and initiatives, improving service to the LPCA membership and the Land Park neighborhood. The reality is that in most modest-sized neighborhood groups, the actual work of the organization is performed largely by the groups’ board members. More hands allow for more work to be done. The current workload for the present 10-member LPCA Board is pretty much at maximum capacity. They lack the additional time necessary to effectively implement new projects and neighborhood initiatives.
Also, a substantial board expansion will allow the LPCA to: (1) better diversify the Board to better represent and reflect the membership, both geographically and demographically; (2) allow for better opportunities for community participation by dedicated, neighborhood-minded residents; and (3) inject the Board with a major infusion of new talents, skill sets, backgrounds, experiences and viewpoints.
Finally, it will also allow for the initiation of a program of “volunteer development,” where first time volunteers are recruited, gain experience under the guidance and tutelage of Board Members, assume increasing levels of responsibility and then, if they wish, they can present themselves to the membership as experienced, credible candidates for election as Board Members. With the current board size and the LPCA’s historically very low director turnover rates, there is currently only limited opportunity for developing volunteers into Board Members.
Comparable Organizations: In reviewing the experiences of other local, successful neighborhood groups, we found that neighborhood groups have boards of various sizes, ranging from the 7-member board of the smaller South Land Park Community Association to a 23-member board of the very well run Sierra-Curtis Neighborhood Association (“SCNA”). With the LPCA having a total of about 6,000 homes in its “boundary area,” compared with approximately 3,000 homes in the Curtis Park area served by the SCNA, its seems appropriate that the LCPA should have a board size in keeping with the larger population that it serves, without being so large as to be unwieldy or dilutive of individual director responsibility and commitment. A board of 15 members would appear to fit those needs best.
Reform No. 2 – Democratizing the LPCA: Repeal of Nominations Committee; Creation of Elections Committee; Filling Vacancies by Membership Vote; Access to Electronic Records; Quarterly Membership Meetings
A. Repeal of Nominations Committee; Creation of Elections Committee.
Proposed Bylaw Amendment No. 2A: Existing Section 7.4(a), entitled “Nominations Committee,” is repealed and the following new Section 7.4(a), entitled “Elections Committee,” is adopted in its place, which shall provide as follows:
“7.4 (a) Elections Committee. The Elections Committee shall be comprised of all Board Members whose terms do not expire at the next annual membership meeting. The Elections Committee shall:
(1) Canvass the membership at least thirty (30) days prior to each Election to solicit interest among members in becoming a candidate for the Board (self-nomination);
(2) Establish a system for gathering biographical and campaign information from all candidates, compiling it into an unbiased and uniform format and then communicating it to the membership at least ten (10) days prior to each Election, as well as posting it prominently on LPCA’s web site. Each candidate shall have access to the e-mail facilities of LPCA to communicate campaign materials to the membership, subject to reasonable, uniform and neutral time, place and manner rules adopted by the Elections Committee. These rights are in addition to each candidate’s right as a member to obtain a record of the members’ names, addresses and voting rights under Section 11.2, entitled “Inspection by Member;
(3) Provide each candidate a reasonable and equal opportunity to address and take questions from members during the Election component of membership meetings or, if the number of candidates warrants it, to convene a special “LPCA Candidates’ Night” membership meeting prior to the Election; and
(4) Conduct all Elections, including preparing and distributing all ballots, fairly determining voting rights, serving as a “board of inspectors” for each Election, counting ballots and communicating the results to the membership. If an Election is to be held during a membership meeting, the Chair of the Elections Committee shall chair the Election component of such meeting.”
Under the current LPCA bylaws, the Nominations Committee nominates a slate of candidates that are presented to the membership at each annual membership. Historically, this slate of nominees has always, without exception, been rubber-stamped by the vote of those LPCA members who take the time to attend the annual meeting. The established protocol of the board has been to re-nominate compliant, loyal incumbent directors, effectively locking in the current incumbents and turning a nominally democratic governing body into a de facto self-perpetuating board. We propose that the Nominations Committee be changed into an "Elections Committee" which will gather information from those interested in serving as LPCA directors, package that information into a uniform format and then communicate that information to all LPCA members. With this change, the Nominations Committee will no longer serve as a vehicle for protecting entrenched directors but will, instead, serve as a means of democratizing the election of LPCA directors.
This amendment also assigns to the Elections Committee the responsibility for fairly conducting all board elections, grants candidates the means of communicating with members electronically through the LPCA’s e-mail system, and provides for meaningful opportunities for candidates to speak to the members in person.
Comparable Organizations: Smaller non-profit organizations typically provide for a “nominations committee” to select the “board slate” or “official slate” of nominees for consideration by the membership at their annual membership meetings. Larger non-profit organizations, particularly those with a more engaged membership, frequently adopt some variation on a system of “self-nomination” in advance of director elections, as proposed in this amendment, where the members choose for themselves which candidate they wish to elect based on the case each candidate makes to the members for his or her candidacy, rather than just passively relying upon the “advice” of a nominations committee composed of incumbents and then rubber-stamping their selections – a disengaged and increasingly unhealthy practice that has not served the LPCA well in recent years.
Modern electronic communications also makes it much easier for a non-profit to move effectively from a system of “board slates” or “official slates” to one of early candidate “self-nomination.” Candidates for the LPCA board will no longer have to curry favor or demonstrate loyalty to incumbent directors and their policies in order to have any realistic chance of being selected to be on the “official slate” and being elected to the LPCA board. Instead, they can easily (and at virtually no cost) make their case directly to the membership during competitive board elections. LPCA Renaissance firmly believes that this reform will encourage a larger number and a more diverse array of candidates to seek election to the board, a boon to both the LPCA and its members. The current LCPA board is, somewhat embarrassingly, anything but diverse, comprised 100% of middle-aged or senior Caucasians.
B. Filling Board Vacancies by Membership Vote.
Proposed Bylaw Amendment No. 2B: Existing Section 7.5, entitled “Vacancies,” is repealed and the following new Section 7.5, bearing the same title, is adopted in its place, which shall provide as follows:
“7.5 Vacancies. Vacancies occurring prior to the completion of a Board Member’s full term shall only be filled by an Election of the members conducted under Section 7.4(a) above at the next regularly scheduled membership meeting or at an earlier special membership meeting that may be called for that purpose.”
Under the current bylaws, the Nominations Committee is directed to “pick” a single candidate and the Board typically rubber stamps its pick. Allowing the Board to fill vacancies – and not the members who they are supposed to represent - is un-democratic and needlessly removes the selection of replacement Board members from the purview of the members. Under this amendment, all vacancies will be filled by the members through the new democratic election procedure set forth in the amendment described in A above. The practice of members filling board vacancies will be facilitated by the adoption of the Bylaw Amendment No. 2D described below, which calls for an increase in the minimum number of membership meetings each year from the one per year, the current requirement, to four meetings per year, which will provide frequent opportunities for the membership to fill any board vacancies.
Comparable Organizations: Most non-profits continue to permit their boards of directors to fill director vacancies that occur. However, most of those organizations also hold no more than one annual meeting of the membership, thereby providing fewer opportunities for the members to fill vacancies. In this era of rapid, almost cost-free electronic communication, LPCA members, meeting quarterly, are fully capable of effectively and democratically electing replacement directors as vacancies arise.
C. Access to Electronically Maintained Records.
Proposed Bylaw Amendment No. 2C: A new Section 11.4, entitled “Electronic Records,” shall be added, which shall provide as follows:
“11.4. Electronic Records. If a person has a right under this Article 11, entitled “Records and Reports,” to inspect and copy any record of LPCA and that record is maintained by LPCA in electronic form, LPCA shall, upon written request, electronically transmit the record to such person in a format that is readable and useable by the recipient.”
This amendment updates the LPCA’s existing “inspection rights” to reflect modern practice of maintaining most records electronically and provides a requesting member the right to obtain records in electronic form, if her or she so wishes. This will make it easier for members, particularly candidates for the Board, to communicate with the membership for appropriate, non-commercial purposes. It also addresses the abusive “document dump” that occurred a few weeks ago when the current LPCA leadership refused to provided the membership record to requesting members in an electronic format, which can lead to time consuming and unnecessary digitizing of voluminous records already maintained by the LPCA in electronic form.
Comparable Organizations: Many non-profit organizations have been amending their bylaws in recent years to modernize their practices in light of advances in electronic data retention and communications.
D. Quarterly Membership Meetings.
Proposed Bylaw Amendment No. 2D: The first two sentences of Section 6.2., entitled “Membership Meetings,” are repealed and the following two sentences shall be added in their place:
“6.2 Membership Meetings. There shall be at least four (4) regular membership meetings annually, one of which shall be designated the “annual membership meeting” at which an Election shall be held to fill the Board positions of Board members whose terms of office are up. Membership meetings may be called by petition of five percent (5%) or more of the members.”
One of the Values of the LPCA Renaissance is Value #3: “We are committed to increase member engagement in all LPCA affairs.” The very best way to increase member engagement and participation in the LPCA is to have regular meetings of the membership more frequently than the one meeting per year requirement of the current bylaws. Under the current practice, the Board meets monthly and the membership is invited to attend, however, attending members are given sometimes as little as 5 minutes to speak during the “public comment” period of board meeting, which is often relegated to the end of a 21/2- hour meeting. That relegates members to a passive, virtually non-existent role in LPCA management.
By providing for a minimum of 4 meetings per year, most likely quarterly, the LPCA Renaissance’s goal is for the quarterly membership meetings to become a focal point, providing meaningful opportunities for member to truly engage in the LPCA. We envision that quarterly memberships meetings would include speaker programs on important neighborhood topics, brief committee reports (majority and minority reports - for the first time), an true forum for member comments and questions, public debate on major pending policy questions, as well as occasional elections to fill board vacancies that come up.
The more mundane operational details of LPCA management (i.e. reviewing and approving meeting minutes, dealing with LPCA correspondence, highly detailed committee reports, discussion of insurance and banking matters, etc.) can be dealt with at regular monthly board meetings, which are likely to be of less interest to members, although members would continue to be notified of such meetings and their agendas via e-mail.
Finally, this amendment reduces the percentage of members required to call for a meeting of the members from the current 10 % to 5 % of the total membership. This brings this bylaw provision into conformity with the requirements of California law.
Comparable Organizations: This format of holding fairly frequent membership memberships with programs and agendas full of rich opportunities for member engagement, followed by more “business-oriented” board meetings in the “off” months, was very successfully adopted by the Sacramento Old City Association for many years, generating very large turnouts at its membership meetings and greatly enhancing SACA’s stature and respect as a credible voice for Downtown and Midtown communities.
Reform No. 3 - Limitation on the Number of Years Board Members May Serve.
Proposed Bylaw Amendment No.3A: The following sentences shall be added at the end of Section 7.3, entitled “Term of Office:”
“A person shall serve not more than a total of six (6) years as a Board Member of LPCA, consecutively or non-consecutively.
Transition Provision: Any person serving as a Board Member on the date on which this amendment is approved by the membership (“membership approval date”) and who has, as of the membership approval date, already served a total of six or more years as a Board Member, shall no longer be eligible to serve as a Board Member after the membership approval date. Vacancies on the Board created as a result of the operation of this provision shall not be filled by the Board, but shall, instead, be filled by the membership by Election at the next annual meeting of members. Notwithstanding Section 7.7, entitled “Quorum,” the quorum for Board meetings after the membership approval date shall be a majority of Board Members then in office until the next annual meeting of members, at which time the quorum shall revert back to six (6) Board Members, as provided in Section 7.7.”
General Reasons for “Limitation on Service” Amendment
All those who serve or have served on non-profit boards know that every volunteer board member has an inherent “sell by” date, the point at which a given director has largely exhausted his or her energy level and his or her reservoir of fresh new ideas. This is also the point at which volunteer directors tend to become habituated to past routines and develop a certain resistance to change and to new ideas. Good boardmanship requires that there be mechanisms in place to assure that good board members do not become “stale” in place and do not impede the consideration of fresh ideas and solutions.
Reasons for Immediate Application of “Limitation on Service” Amendment
Under the “Transition Provisions,” the six (6)-year limit on the total number of years that a Board Member may serve is placed into immediate effect upon passage of the amendment, rendering those Board Members who have already served six (6) years or more on the Board as of the date the amendment is passed no longer eligible to serve on the Board. This provision was included only after a great deal of discussion and deliberation among the members of the LPCA Renaissance over several weeks.
We had originally gravitated towards to make the limitation on service effective as of the next annual membership meeting, expected in April. We have always believed strongly, however, that it would do a grave disservice to postpone the effectiveness of the “Limitation on Service” amendment until the expiration of the current terms of the impacted Board Members. Doing so would leave the current board majority in control of the LPCA for another 15 months (since the terms of 3 of the 4 Board Members impacted by the amendment are not set to expire until April, 2010), a prospect that undermined every single one of the seven values of the LPCA Renaissance.
The disturbing events of the past 40 days have crystallized our thinking on the question of the most appropriate “effective date” for the “Limitation on Service” amendment. The increasingly reckless, grossly wasteful, lawless and consistently anti-democratic conduct of the current Board majority, as well as its contemptuous disregard for the rights and interests of LPCA members, makes it imperative for the protection of the LPCA, its reputation, its functions and its treasury, that the “Limitation on Service” amendment be placed into effect immediately upon passage, as outlined below.
Appropriate Response to an Entrenched Leadership
Adopting the “Limitation on Service” amendment is at the very core of the proposed reforms. All of the other bylaw amendments in the world would prove ineffectual in dislodging a deeply entrenched leadership that is resolutely determined to maintain its domination of a volunteer community organization. The opportunities that an entrenched leadership has at its disposal to fend off all challenges to their control are too great and too numerous to rein in by other bylaw amendments alone. An entrenched leadership has complete control over the LPCA treasury and the facilities for communicating with members (including e-mail blasts, web site postings, membership mailings, access to media).
In a neighborhood association, a sufficiently determined small cadre of deeply entrenched directors can outlast and overcome an unengaged, unorganized and widely dispersed membership that has neither the time, the patience, nor the inclination to challenge control by the entrenched group. The current leadership of the LPCA is a textbook example of that. For the better part of 20 years, it has overwhelmed every internal challenge to its power, leading to round after round of protest resignations by disheartened and discouraged directors. Until today.
If this reform effort fails and the membership rejects the proposed reforms, it is exceedingly unlikely that a comparable organized reform effort will ever again be mounted against the entrenched LPCA leadership. A critical mass has now been achieved that gives members this one last, best chance for creating a new and reformed neighborhood association: a true LPCA Renaissance.
The Downside Risks of Failing to Adopt the “Limitation on Service” Amendment
If all of the other proposed reforms are approved by the membership but the membership fails to adopt this centerpiece of reform – the placing of a limit on the number of years a director may serve and making it effective immediately - it is a virtual certainty that the ruling clique, with its current board majority, will use every single means at its disposal to maintain its control over LPCA, including, if they deem it necessary, draining the LPCA’s $30,000 plus bank account on lawyers, PR consultants and others to undermine and render moot the other reforms.
The current LPCA leadership has already misappropriated $5,590 in legal fees and PR costs at the LPCA’s expense (of which we are aware) – without legally required Board approval - for the acknowledged purpose of stopping or delaying a vote on these reforms by the membership. If the members allow them to remain in power for even one day after the membership vote on February 11th, there is every reason to believe that the ruling clique will spend every last penny in the LPCA treasury should they deem it necessary to preserve their power. With the lawyers that they have engaged charging the LPCA $300 per hour for legal services, it may be only a matter of a few weeks before the LPCA treasury is entirely depleted by the ruling clique – if the membership allows them to remain in power after the membership vote on February 11th.
At yet another illegally convened board meeting on Monday, February 2nd, the attorney hired by the ruling clique for $300– at LPCA expense – spent 3 hours laying out an abusive scheme for the board of directors to solicit proxies from members - giving the board majority the right to vote undesignated/undecided proxies – before the members have a chance to review the proposals in depth and before an open debate on these proposals at the February 11th membership meeting! Even more disturbing, members are being asked by the board majority to fill out proxies and mail them back to the very same people who will be ousted as directors if the reforms are adopted! There is absolutely nothing to stop them from throwing all proxies that are marked “Yes” on the reforms into the nearest garbage can. Their recent record of misappropriating funds and abusing their office to remain in power indicates that there is very little that they will not do to hold on to in control of the LPCA.
We urge you: if you support the reforms, do not sign or return a proxy to the current board. Instead, complete the enclosed proxy and return it to us in the enclosed envelope. You can trust us to cast your vote for the reforms. You can absolutely not trust them to cast your vote for the reforms.
Filling of Vacancies Created by Adoption of “Limitation on Service” Amendment
Under current Section 7.5, entitled “Vacancies,” all vacant Board positions may be filled by appointment by the Board, with the Nominations Committee charged with nominating one candidate for each vacant position. Under California law, the membership can also fill Board vacancies.
In keeping with LPCA Renaissance’s Value No. 4 – “We believe that member democracy is an essential ethic” - we feel it would be un-democratic for the projected six (6) remaining Board Members in office after adoption of the “Limitation of Service” amendment to fill the projected four (4) vacancies on the Board created by passage of the amendment. Instead, we believe that those vacancies should filled by a democratic vote of the membership at the next annual membership meeting, expected in April. Additionally, if Reform #2 is adopted – relating to the democratization of the director election process – such Board vacancies will be filled through a democratized and open election process overseen by the new “Elections Committee.”
Temporary Reduction in Board Quorum Requirement Until Annual Membership Meeting
The “Transition Provisions,” in addition to placing into immediate effect the six (6)-year limitation on a director’s total years of service, also temporarily modifies the “quorum” for Board meetings (the minimum number of Board Members that must be present in order to have a lawful Board meeting). Under Section 7.7 of the Bylaws, the current quorum requirement for Board meeting is six (6) directors. We anticipate that, if the “Limitation on Service” amendment is adopted, there will be a projected six (6) Board Members remaining in office. Without a temporary suspension of Section 7.7’s six (6) directors quorum requirement, the post-amendment Board would be hamstrung by a quorum requirement that would require all six (6) Board Members to be present in order to transact Board business. Under the “Transition Provisions,” the quorum will temporarily be reduced to a majority of Board Members then in office until the next annual membership meeting, expected in April, when nine new Board Members are expected to be elected by the membership.
Comparable Organizations: In recent years, there has been a trend towards more and more non-profit organizations adopting limits on director service, either a limit on the number of terms or the number of years they may serve. According to a survey conducted by Board Source, 3 out of 5 non-profit organizations currently have term limits. Increasingly, experts in boardmanship are recommending the adoption of some type of mechanism to assure that directors do not stay on non-profit boards indefinitely.
Reform No. 4 – Establishment of Advisory Board.
Proposed Bylaw Amendment No.4: The following new Section 7.7 shall be added:
“7.7. Advisory Board. There shall be an Advisory Board composed of seven (7) respected members of the Land Park community, who may include both Land Park residents and individuals with associational interest(s) in the Land Park community, who will serve as advisors to the Board. Advisors shall be appointed by the Board upon the nomination of any Board member. Advisors shall serve a term of two (2) years. Former Board Members shall be eligible for appointment as an Advisor. The Advisory Board shall annually select from among their ranks a Chair, who shall also serve as an ex officio Board Member, with all rights and privileges of a Board Member, except the right to vote. The Advisory Board shall meet at least twice annually with the Board, in either public session or unofficially at informal Board retreats.”
An LPCA Advisory Board will have two main benefits. First, it will allow LPCA Board Members to get advice, guidance and suggestions from respected citizens, including former LPCA Board members who, in many cases, possess an institutional memory and long years of experience in matters concerning the LCPA and Land Park. Advisors will also help to give Board Members different viewpoints on issues, challenges and opportunities, as well as provide practical nuts-and-bolts advice on association management.
Secondly, an Advisory Board allows for those with “associational” connections to Land Park to serve as Advisors, including representatives from local schools, churches, other non-profit organizations, government and local business groups. This should broaden the “LPCA constituency” and help build real working relationships with organizations that are invested in the future of Land Park.
Comparable Organizations: The creation of advisory boards for non-profit organizations is not uncommon, but is atypical for most neighborhood groups. One local neighborhood group that has adopted an advisory board, with reported success, is the East Sacramento Neighborhood Association.
to the
Bylaws of the
Land Park Community Association
To be Considered at a
Special Membership Meeting, 6:30 p.m., Wednesday, February 11, 2009
Holy Spirit School
3920 West Land Park Drive, Sacramento, CA 95822
Reform No. 1 - Increase the Number of Board Members From 10 to 15.
Proposed Bylaw Amendment No. 1: The first sentence of Bylaws Section 7.2, entitled “Number and Qualifications of Board Members,” shall be amended to read as follows:
“There shall be fifteen (15) Board Members of the LPCA.”
The second sentence of Bylaws Section 7.3, entitled “Term of Office,” shall be amended to read as follows:
“Eight (8) Board Members shall be elected in odd-numbered years, and seven (7) Board Members shall be elected in even-numbered years.”
Currently, Section 7.2 provides that the LPCA shall have only ten (10) “Board Members,” also know as directors. It is never recommended that a board of directors have an even number of directors as it greatly increases the likelihood of paralyzing board deadlocks, with 5 to 5 tie votes. In fact, a comprehensive “Transparency Proposal” proposed by LPCA director and LPCA Renaissance member Craig Powell, was killed on a deadlocked tie vote this past fall, just one of several LPCA Board dead-locks in the past year. Changing the number of Board Members to an odd number will greatly reduce the opportunity for deadlocked votes.
More importantly, however, increasing the current Board from 10 to 15 will allow a reformed LPCA to bring on board more volunteer leaders who will greatly leverage the LPCA’s ability to perform its existing tasks better and to initiate and lead new projects and initiatives, improving service to the LPCA membership and the Land Park neighborhood. The reality is that in most modest-sized neighborhood groups, the actual work of the organization is performed largely by the groups’ board members. More hands allow for more work to be done. The current workload for the present 10-member LPCA Board is pretty much at maximum capacity. They lack the additional time necessary to effectively implement new projects and neighborhood initiatives.
Also, a substantial board expansion will allow the LPCA to: (1) better diversify the Board to better represent and reflect the membership, both geographically and demographically; (2) allow for better opportunities for community participation by dedicated, neighborhood-minded residents; and (3) inject the Board with a major infusion of new talents, skill sets, backgrounds, experiences and viewpoints.
Finally, it will also allow for the initiation of a program of “volunteer development,” where first time volunteers are recruited, gain experience under the guidance and tutelage of Board Members, assume increasing levels of responsibility and then, if they wish, they can present themselves to the membership as experienced, credible candidates for election as Board Members. With the current board size and the LPCA’s historically very low director turnover rates, there is currently only limited opportunity for developing volunteers into Board Members.
Comparable Organizations: In reviewing the experiences of other local, successful neighborhood groups, we found that neighborhood groups have boards of various sizes, ranging from the 7-member board of the smaller South Land Park Community Association to a 23-member board of the very well run Sierra-Curtis Neighborhood Association (“SCNA”). With the LPCA having a total of about 6,000 homes in its “boundary area,” compared with approximately 3,000 homes in the Curtis Park area served by the SCNA, its seems appropriate that the LCPA should have a board size in keeping with the larger population that it serves, without being so large as to be unwieldy or dilutive of individual director responsibility and commitment. A board of 15 members would appear to fit those needs best.
Reform No. 2 – Democratizing the LPCA: Repeal of Nominations Committee; Creation of Elections Committee; Filling Vacancies by Membership Vote; Access to Electronic Records; Quarterly Membership Meetings
A. Repeal of Nominations Committee; Creation of Elections Committee.
Proposed Bylaw Amendment No. 2A: Existing Section 7.4(a), entitled “Nominations Committee,” is repealed and the following new Section 7.4(a), entitled “Elections Committee,” is adopted in its place, which shall provide as follows:
“7.4 (a) Elections Committee. The Elections Committee shall be comprised of all Board Members whose terms do not expire at the next annual membership meeting. The Elections Committee shall:
(1) Canvass the membership at least thirty (30) days prior to each Election to solicit interest among members in becoming a candidate for the Board (self-nomination);
(2) Establish a system for gathering biographical and campaign information from all candidates, compiling it into an unbiased and uniform format and then communicating it to the membership at least ten (10) days prior to each Election, as well as posting it prominently on LPCA’s web site. Each candidate shall have access to the e-mail facilities of LPCA to communicate campaign materials to the membership, subject to reasonable, uniform and neutral time, place and manner rules adopted by the Elections Committee. These rights are in addition to each candidate’s right as a member to obtain a record of the members’ names, addresses and voting rights under Section 11.2, entitled “Inspection by Member;
(3) Provide each candidate a reasonable and equal opportunity to address and take questions from members during the Election component of membership meetings or, if the number of candidates warrants it, to convene a special “LPCA Candidates’ Night” membership meeting prior to the Election; and
(4) Conduct all Elections, including preparing and distributing all ballots, fairly determining voting rights, serving as a “board of inspectors” for each Election, counting ballots and communicating the results to the membership. If an Election is to be held during a membership meeting, the Chair of the Elections Committee shall chair the Election component of such meeting.”
Under the current LPCA bylaws, the Nominations Committee nominates a slate of candidates that are presented to the membership at each annual membership. Historically, this slate of nominees has always, without exception, been rubber-stamped by the vote of those LPCA members who take the time to attend the annual meeting. The established protocol of the board has been to re-nominate compliant, loyal incumbent directors, effectively locking in the current incumbents and turning a nominally democratic governing body into a de facto self-perpetuating board. We propose that the Nominations Committee be changed into an "Elections Committee" which will gather information from those interested in serving as LPCA directors, package that information into a uniform format and then communicate that information to all LPCA members. With this change, the Nominations Committee will no longer serve as a vehicle for protecting entrenched directors but will, instead, serve as a means of democratizing the election of LPCA directors.
This amendment also assigns to the Elections Committee the responsibility for fairly conducting all board elections, grants candidates the means of communicating with members electronically through the LPCA’s e-mail system, and provides for meaningful opportunities for candidates to speak to the members in person.
Comparable Organizations: Smaller non-profit organizations typically provide for a “nominations committee” to select the “board slate” or “official slate” of nominees for consideration by the membership at their annual membership meetings. Larger non-profit organizations, particularly those with a more engaged membership, frequently adopt some variation on a system of “self-nomination” in advance of director elections, as proposed in this amendment, where the members choose for themselves which candidate they wish to elect based on the case each candidate makes to the members for his or her candidacy, rather than just passively relying upon the “advice” of a nominations committee composed of incumbents and then rubber-stamping their selections – a disengaged and increasingly unhealthy practice that has not served the LPCA well in recent years.
Modern electronic communications also makes it much easier for a non-profit to move effectively from a system of “board slates” or “official slates” to one of early candidate “self-nomination.” Candidates for the LPCA board will no longer have to curry favor or demonstrate loyalty to incumbent directors and their policies in order to have any realistic chance of being selected to be on the “official slate” and being elected to the LPCA board. Instead, they can easily (and at virtually no cost) make their case directly to the membership during competitive board elections. LPCA Renaissance firmly believes that this reform will encourage a larger number and a more diverse array of candidates to seek election to the board, a boon to both the LPCA and its members. The current LCPA board is, somewhat embarrassingly, anything but diverse, comprised 100% of middle-aged or senior Caucasians.
B. Filling Board Vacancies by Membership Vote.
Proposed Bylaw Amendment No. 2B: Existing Section 7.5, entitled “Vacancies,” is repealed and the following new Section 7.5, bearing the same title, is adopted in its place, which shall provide as follows:
“7.5 Vacancies. Vacancies occurring prior to the completion of a Board Member’s full term shall only be filled by an Election of the members conducted under Section 7.4(a) above at the next regularly scheduled membership meeting or at an earlier special membership meeting that may be called for that purpose.”
Under the current bylaws, the Nominations Committee is directed to “pick” a single candidate and the Board typically rubber stamps its pick. Allowing the Board to fill vacancies – and not the members who they are supposed to represent - is un-democratic and needlessly removes the selection of replacement Board members from the purview of the members. Under this amendment, all vacancies will be filled by the members through the new democratic election procedure set forth in the amendment described in A above. The practice of members filling board vacancies will be facilitated by the adoption of the Bylaw Amendment No. 2D described below, which calls for an increase in the minimum number of membership meetings each year from the one per year, the current requirement, to four meetings per year, which will provide frequent opportunities for the membership to fill any board vacancies.
Comparable Organizations: Most non-profits continue to permit their boards of directors to fill director vacancies that occur. However, most of those organizations also hold no more than one annual meeting of the membership, thereby providing fewer opportunities for the members to fill vacancies. In this era of rapid, almost cost-free electronic communication, LPCA members, meeting quarterly, are fully capable of effectively and democratically electing replacement directors as vacancies arise.
C. Access to Electronically Maintained Records.
Proposed Bylaw Amendment No. 2C: A new Section 11.4, entitled “Electronic Records,” shall be added, which shall provide as follows:
“11.4. Electronic Records. If a person has a right under this Article 11, entitled “Records and Reports,” to inspect and copy any record of LPCA and that record is maintained by LPCA in electronic form, LPCA shall, upon written request, electronically transmit the record to such person in a format that is readable and useable by the recipient.”
This amendment updates the LPCA’s existing “inspection rights” to reflect modern practice of maintaining most records electronically and provides a requesting member the right to obtain records in electronic form, if her or she so wishes. This will make it easier for members, particularly candidates for the Board, to communicate with the membership for appropriate, non-commercial purposes. It also addresses the abusive “document dump” that occurred a few weeks ago when the current LPCA leadership refused to provided the membership record to requesting members in an electronic format, which can lead to time consuming and unnecessary digitizing of voluminous records already maintained by the LPCA in electronic form.
Comparable Organizations: Many non-profit organizations have been amending their bylaws in recent years to modernize their practices in light of advances in electronic data retention and communications.
D. Quarterly Membership Meetings.
Proposed Bylaw Amendment No. 2D: The first two sentences of Section 6.2., entitled “Membership Meetings,” are repealed and the following two sentences shall be added in their place:
“6.2 Membership Meetings. There shall be at least four (4) regular membership meetings annually, one of which shall be designated the “annual membership meeting” at which an Election shall be held to fill the Board positions of Board members whose terms of office are up. Membership meetings may be called by petition of five percent (5%) or more of the members.”
One of the Values of the LPCA Renaissance is Value #3: “We are committed to increase member engagement in all LPCA affairs.” The very best way to increase member engagement and participation in the LPCA is to have regular meetings of the membership more frequently than the one meeting per year requirement of the current bylaws. Under the current practice, the Board meets monthly and the membership is invited to attend, however, attending members are given sometimes as little as 5 minutes to speak during the “public comment” period of board meeting, which is often relegated to the end of a 21/2- hour meeting. That relegates members to a passive, virtually non-existent role in LPCA management.
By providing for a minimum of 4 meetings per year, most likely quarterly, the LPCA Renaissance’s goal is for the quarterly membership meetings to become a focal point, providing meaningful opportunities for member to truly engage in the LPCA. We envision that quarterly memberships meetings would include speaker programs on important neighborhood topics, brief committee reports (majority and minority reports - for the first time), an true forum for member comments and questions, public debate on major pending policy questions, as well as occasional elections to fill board vacancies that come up.
The more mundane operational details of LPCA management (i.e. reviewing and approving meeting minutes, dealing with LPCA correspondence, highly detailed committee reports, discussion of insurance and banking matters, etc.) can be dealt with at regular monthly board meetings, which are likely to be of less interest to members, although members would continue to be notified of such meetings and their agendas via e-mail.
Finally, this amendment reduces the percentage of members required to call for a meeting of the members from the current 10 % to 5 % of the total membership. This brings this bylaw provision into conformity with the requirements of California law.
Comparable Organizations: This format of holding fairly frequent membership memberships with programs and agendas full of rich opportunities for member engagement, followed by more “business-oriented” board meetings in the “off” months, was very successfully adopted by the Sacramento Old City Association for many years, generating very large turnouts at its membership meetings and greatly enhancing SACA’s stature and respect as a credible voice for Downtown and Midtown communities.
Reform No. 3 - Limitation on the Number of Years Board Members May Serve.
Proposed Bylaw Amendment No.3A: The following sentences shall be added at the end of Section 7.3, entitled “Term of Office:”
“A person shall serve not more than a total of six (6) years as a Board Member of LPCA, consecutively or non-consecutively.
Transition Provision: Any person serving as a Board Member on the date on which this amendment is approved by the membership (“membership approval date”) and who has, as of the membership approval date, already served a total of six or more years as a Board Member, shall no longer be eligible to serve as a Board Member after the membership approval date. Vacancies on the Board created as a result of the operation of this provision shall not be filled by the Board, but shall, instead, be filled by the membership by Election at the next annual meeting of members. Notwithstanding Section 7.7, entitled “Quorum,” the quorum for Board meetings after the membership approval date shall be a majority of Board Members then in office until the next annual meeting of members, at which time the quorum shall revert back to six (6) Board Members, as provided in Section 7.7.”
General Reasons for “Limitation on Service” Amendment
All those who serve or have served on non-profit boards know that every volunteer board member has an inherent “sell by” date, the point at which a given director has largely exhausted his or her energy level and his or her reservoir of fresh new ideas. This is also the point at which volunteer directors tend to become habituated to past routines and develop a certain resistance to change and to new ideas. Good boardmanship requires that there be mechanisms in place to assure that good board members do not become “stale” in place and do not impede the consideration of fresh ideas and solutions.
Reasons for Immediate Application of “Limitation on Service” Amendment
Under the “Transition Provisions,” the six (6)-year limit on the total number of years that a Board Member may serve is placed into immediate effect upon passage of the amendment, rendering those Board Members who have already served six (6) years or more on the Board as of the date the amendment is passed no longer eligible to serve on the Board. This provision was included only after a great deal of discussion and deliberation among the members of the LPCA Renaissance over several weeks.
We had originally gravitated towards to make the limitation on service effective as of the next annual membership meeting, expected in April. We have always believed strongly, however, that it would do a grave disservice to postpone the effectiveness of the “Limitation on Service” amendment until the expiration of the current terms of the impacted Board Members. Doing so would leave the current board majority in control of the LPCA for another 15 months (since the terms of 3 of the 4 Board Members impacted by the amendment are not set to expire until April, 2010), a prospect that undermined every single one of the seven values of the LPCA Renaissance.
The disturbing events of the past 40 days have crystallized our thinking on the question of the most appropriate “effective date” for the “Limitation on Service” amendment. The increasingly reckless, grossly wasteful, lawless and consistently anti-democratic conduct of the current Board majority, as well as its contemptuous disregard for the rights and interests of LPCA members, makes it imperative for the protection of the LPCA, its reputation, its functions and its treasury, that the “Limitation on Service” amendment be placed into effect immediately upon passage, as outlined below.
Appropriate Response to an Entrenched Leadership
Adopting the “Limitation on Service” amendment is at the very core of the proposed reforms. All of the other bylaw amendments in the world would prove ineffectual in dislodging a deeply entrenched leadership that is resolutely determined to maintain its domination of a volunteer community organization. The opportunities that an entrenched leadership has at its disposal to fend off all challenges to their control are too great and too numerous to rein in by other bylaw amendments alone. An entrenched leadership has complete control over the LPCA treasury and the facilities for communicating with members (including e-mail blasts, web site postings, membership mailings, access to media).
In a neighborhood association, a sufficiently determined small cadre of deeply entrenched directors can outlast and overcome an unengaged, unorganized and widely dispersed membership that has neither the time, the patience, nor the inclination to challenge control by the entrenched group. The current leadership of the LPCA is a textbook example of that. For the better part of 20 years, it has overwhelmed every internal challenge to its power, leading to round after round of protest resignations by disheartened and discouraged directors. Until today.
If this reform effort fails and the membership rejects the proposed reforms, it is exceedingly unlikely that a comparable organized reform effort will ever again be mounted against the entrenched LPCA leadership. A critical mass has now been achieved that gives members this one last, best chance for creating a new and reformed neighborhood association: a true LPCA Renaissance.
The Downside Risks of Failing to Adopt the “Limitation on Service” Amendment
If all of the other proposed reforms are approved by the membership but the membership fails to adopt this centerpiece of reform – the placing of a limit on the number of years a director may serve and making it effective immediately - it is a virtual certainty that the ruling clique, with its current board majority, will use every single means at its disposal to maintain its control over LPCA, including, if they deem it necessary, draining the LPCA’s $30,000 plus bank account on lawyers, PR consultants and others to undermine and render moot the other reforms.
The current LPCA leadership has already misappropriated $5,590 in legal fees and PR costs at the LPCA’s expense (of which we are aware) – without legally required Board approval - for the acknowledged purpose of stopping or delaying a vote on these reforms by the membership. If the members allow them to remain in power for even one day after the membership vote on February 11th, there is every reason to believe that the ruling clique will spend every last penny in the LPCA treasury should they deem it necessary to preserve their power. With the lawyers that they have engaged charging the LPCA $300 per hour for legal services, it may be only a matter of a few weeks before the LPCA treasury is entirely depleted by the ruling clique – if the membership allows them to remain in power after the membership vote on February 11th.
At yet another illegally convened board meeting on Monday, February 2nd, the attorney hired by the ruling clique for $300– at LPCA expense – spent 3 hours laying out an abusive scheme for the board of directors to solicit proxies from members - giving the board majority the right to vote undesignated/undecided proxies – before the members have a chance to review the proposals in depth and before an open debate on these proposals at the February 11th membership meeting! Even more disturbing, members are being asked by the board majority to fill out proxies and mail them back to the very same people who will be ousted as directors if the reforms are adopted! There is absolutely nothing to stop them from throwing all proxies that are marked “Yes” on the reforms into the nearest garbage can. Their recent record of misappropriating funds and abusing their office to remain in power indicates that there is very little that they will not do to hold on to in control of the LPCA.
We urge you: if you support the reforms, do not sign or return a proxy to the current board. Instead, complete the enclosed proxy and return it to us in the enclosed envelope. You can trust us to cast your vote for the reforms. You can absolutely not trust them to cast your vote for the reforms.
Filling of Vacancies Created by Adoption of “Limitation on Service” Amendment
Under current Section 7.5, entitled “Vacancies,” all vacant Board positions may be filled by appointment by the Board, with the Nominations Committee charged with nominating one candidate for each vacant position. Under California law, the membership can also fill Board vacancies.
In keeping with LPCA Renaissance’s Value No. 4 – “We believe that member democracy is an essential ethic” - we feel it would be un-democratic for the projected six (6) remaining Board Members in office after adoption of the “Limitation of Service” amendment to fill the projected four (4) vacancies on the Board created by passage of the amendment. Instead, we believe that those vacancies should filled by a democratic vote of the membership at the next annual membership meeting, expected in April. Additionally, if Reform #2 is adopted – relating to the democratization of the director election process – such Board vacancies will be filled through a democratized and open election process overseen by the new “Elections Committee.”
Temporary Reduction in Board Quorum Requirement Until Annual Membership Meeting
The “Transition Provisions,” in addition to placing into immediate effect the six (6)-year limitation on a director’s total years of service, also temporarily modifies the “quorum” for Board meetings (the minimum number of Board Members that must be present in order to have a lawful Board meeting). Under Section 7.7 of the Bylaws, the current quorum requirement for Board meeting is six (6) directors. We anticipate that, if the “Limitation on Service” amendment is adopted, there will be a projected six (6) Board Members remaining in office. Without a temporary suspension of Section 7.7’s six (6) directors quorum requirement, the post-amendment Board would be hamstrung by a quorum requirement that would require all six (6) Board Members to be present in order to transact Board business. Under the “Transition Provisions,” the quorum will temporarily be reduced to a majority of Board Members then in office until the next annual membership meeting, expected in April, when nine new Board Members are expected to be elected by the membership.
Comparable Organizations: In recent years, there has been a trend towards more and more non-profit organizations adopting limits on director service, either a limit on the number of terms or the number of years they may serve. According to a survey conducted by Board Source, 3 out of 5 non-profit organizations currently have term limits. Increasingly, experts in boardmanship are recommending the adoption of some type of mechanism to assure that directors do not stay on non-profit boards indefinitely.
Reform No. 4 – Establishment of Advisory Board.
Proposed Bylaw Amendment No.4: The following new Section 7.7 shall be added:
“7.7. Advisory Board. There shall be an Advisory Board composed of seven (7) respected members of the Land Park community, who may include both Land Park residents and individuals with associational interest(s) in the Land Park community, who will serve as advisors to the Board. Advisors shall be appointed by the Board upon the nomination of any Board member. Advisors shall serve a term of two (2) years. Former Board Members shall be eligible for appointment as an Advisor. The Advisory Board shall annually select from among their ranks a Chair, who shall also serve as an ex officio Board Member, with all rights and privileges of a Board Member, except the right to vote. The Advisory Board shall meet at least twice annually with the Board, in either public session or unofficially at informal Board retreats.”
An LPCA Advisory Board will have two main benefits. First, it will allow LPCA Board Members to get advice, guidance and suggestions from respected citizens, including former LPCA Board members who, in many cases, possess an institutional memory and long years of experience in matters concerning the LCPA and Land Park. Advisors will also help to give Board Members different viewpoints on issues, challenges and opportunities, as well as provide practical nuts-and-bolts advice on association management.
Secondly, an Advisory Board allows for those with “associational” connections to Land Park to serve as Advisors, including representatives from local schools, churches, other non-profit organizations, government and local business groups. This should broaden the “LPCA constituency” and help build real working relationships with organizations that are invested in the future of Land Park.
Comparable Organizations: The creation of advisory boards for non-profit organizations is not uncommon, but is atypical for most neighborhood groups. One local neighborhood group that has adopted an advisory board, with reported success, is the East Sacramento Neighborhood Association.
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