The WNA: Some Messy Governance Issues

WNA: Some Messy Governance Issues

Hi all,

As I mentioned in my last post, I’m now a director of the Warfleigh Neighborhood Association (WNA). My goal is to help create an open, inclusive, and transparent neighborhood association that conducts itself in accordance with its bylaws. I have much confidence the great group of directors with whom I work will do many wonderful things. Unfortunately, we have some messy governance issues to first address, and I share them here to help promote transparency. These include:

(1) Unelected individuals serving as directors and officers (and its consequences),

(2) Inappropriately constituted board of directors,

(3) Restoring staggered terms of service,

(4) Misaligned terms of service,

(5) Failure to release election results, and

(6) Open meetings and lack of transparency.

Please know the thoughts below only offer the perspective and opinions of one board member. They do not represent the position of the WNA.

Jim Polito

(1) Unelected individuals serving as directors and officers. The terms of service of three of the previous six directors expired in March 2021 – because directors serve staggered two-year terms (Class A Directors and Class B Directors). The WNA then had two options: (i) hold an election (the WNA met virtually during this time), or (ii) remove from the board of directors those whose terms had expired.

Unfortunately, the WNA did neither and this is a bit problematic:

(a) Unelected individuals served on the board of directors of the WNA from March 2021 to October 2021. Unelected individuals should not serve on the board of the WNA and should not claim to represent the neighborhood as a director of the WNA.

(b) The WNA board must consist of at least five members. If the WNA board consists of less than five members, then the WNA had until the first member meeting after March 2021 to correct the matter. The WNA did not do so, even though it held member meetings between March 2021 and October 2021. One neighbor has interpreted this to mean the organization no longer existed between March 2021 and October 2021 because it cannot exist with less than five board members as required by its bylaws.

(c) At least one, and potentially three, unelected individuals served as an officer of the WNA from March 2021 to October 2021 as an officer’s term expires as their term of service expires.  This means the WNA could have operated from March 2021 to October 2021 without a President, Vice-President or Treasurer.  Unfortunately, we do not know exactly what happened because the WNA does not know who are Class A Directors and who are Class B Directors.

(d) The preceding means the WNA now may not have either a president, vice-president, secretary, or treasurer. The term of service of an officer expires at the same time as their tenure as a director expires. A previously serving director whose term of service expired in March 2021 now is not an officer of the WNA because they again were elected in October of 2021 after their term expired in March 2021.

(e) The preceding may call into doubt any action, results, and votes taken by the WNA between March 2021 and October 2021 as three unelected individuals acted as WNA directors, and at least one as an officer, with no basis for doing so.

(2) Inappropriately constituted board of directors. The WNA recently held board of director elections. Unfortunately, the elections were not consistent with WNA bylaws which require an odd, rather than even, number of directors be seated.

(a) The WNA board now has three choices: (i) violate its bylaws, (ii) reduce by one the number of “elected” directors, or (iii) increase by one the number of elected directors. Unfortunately, the WNA cannot violate its bylaws. Additionally, new directors only are elected at annual meetings, the next one occurring in March 2022.  Accordingly, it seems the WNA now must reduce by one the number of directors to be consistent with its bylaws.

(b) We must reduce by one the number of directors by the next voting member meeting held in December. I do understand the WNA believes we have until March 2022 to correct this at the next Annual Meeting – see final minutes of the meeting posted on the WNA website. This may be problematic:

(i) While one member provided pertinent sections of the bylaws indicating the WNA must resolve this by the next voting member meeting, no one in the meeting indicated this voting member meeting would be the Annual Voting Member meeting. The minutes should be corrected.

(ii) I believe this may be based on an incorrect reading of the bylaws.  Specifically, there are three types of Voting Member Meetings, Regular, Annual, and Special. The WNA bylaws indicate the WNA must resolve the election error no later than the next Voting Member Meeting, without specifying which type of meeting. Consequently, the WNA must resolve this issue by the next Voting Member Meeting which will be a Regular Voting Member Meeting held in December. This only makes sense. Otherwise, an election error could persist for the entirety of a year, that is, the period between Annual Meetings when elections are held – which means the error never would have been corrected.

(c) Prior to recent elections, the WNA board consisted of six members. This means the WNA did not act in accordance with its bylaws since at least March 2020 and potentially longer.

(d) The WNA may wish to revisit this bylaw provision (among others). Increasing participation is the likely goal of allowing an even, rather than odd, number of directors and the WNA needs to increase participation. Unfortunately, seating an even number of directors also has the potential for impairing WNA progress as matters requiring votes of the WNA directors may fail to be resolved because of a lack of a majority vote.

(3) Restoring staggered terms of service. WNA directors, according to bylaws, have staggered terms of service. There never should be an election in which all directors must be re-elected. Instead, only one-half (1/2) of directors should be elected at any annual meeting. Unfortunately, as above, the WNA lost record of Class A and Class B directors and corresponding terms of service. Accordingly, to restore staggered terms of service, the WNA must now decide which directors have a one-year term of service, and which directors have a two-year term of service.  While of course this is a matter of debate, directors serving their first term should not suffer from the inadvertence of the previous board. First term directors should have a two-year term of service, directors who have previously served should have an initial one-year term of service.

(4) Misaligned terms of service. The next WNA Annual Voting Membership Meeting is scheduled for March 2022. We now have conflicting terms of service for directors. Does the term of service of previously serving board members now span from October 2021 to October 2022 or from October 2021 to March 2022? Similarly, should terms of service of first-time board members span from October 2021 to October 2023 or from October 2021 to March 2023. Again, while this is debatable, the term of service of previously serving board members should expire in March 2022 and the term of service of first-time serving board members should expire in March 2023.

(5) Failure to release election results. The WNA is now approaching a week since its director’s election and has yet to release requested election results – both as requested by a director and as requested by a voting member. Additionally, we’ve failed to even respond in one way or another to our voting member. Again, while subject to discussion, the WNA should release election results:

(a) The results readily are available else the WNA could not have confirmed the results of the election.

(b) It’s reasonable to expect all directors have equal access to all information – no information should be privileged. Additionally, because we have no officers at this time, no one can claim privilege because of their office.

(c)The WNA does not own the data it collects and maintains. The voting members own this data.

(d) The WNA is a representative, democratic organization. Representative, democratic organizations release election results when requested.

(6) Open meetings and lack of transparency. Failure to release election results perpetuates the negative perception of the WNA as a closed, private, and secretive organization.  Additionally, the November Director’s meeting where we elect directors and resolve the above issues will be both consequential and controversial.  We should make available for voting members observation of, but not participation in, the next Director’s meeting scheduled for November.

Generally, the WNA is perceived by some neighbors as an organization that lacks transparency, and we must address this – it impairs the neighborhood’s faith and trust in the organization, which impairs participation in the organization. For example, recent social media posts each from different individuals include the following:

– The Warfleigh neighborhood needs to be informed. It’s a social club. There needs to be a neighborhood association that is transparent and works for us rather than dictating what’s to happen.

– While I appreciate the volunteerism and commitment implicit in WNA board membership, it appears that some improvements may be necessary in the organizational operations to create transparency. It is a fact that prompt online communications are essential in modern society.

– The WNA’s lack of transparency on this issue lends me to taking the “opposition” perspective.

– Like I mentioned earlier I believe the WNA is a social club and not many are invited to play. I haven’t attended any meetings lately because I am over the top frustrated and disappointed in the WNA so I don’t know if that still takes place.

– The sad thing is it shouldn’t have had to come to this. We now must research the history of the WNA (Articles of Incorporation) in order to get it to act in compliance with its bylaws and post meeting notices, and, ideally, minutes and agendas

WNA Elections and “Irregularities”

Hi all!

I’m pleased to announce the Warfleigh Neighborhood Association (“WNA”) recently held elections and now has ten (10) board members, including five (5) newly elected board members. The expansion of the number of seats on the board should be helpful, and I’ve been elected as one of them!! I’m privileged and honored to be able to serve the neighborhood with such an accomplished and well-meaning group of people.

Unfortunately, due to “inadvertence” – lack of attention or care – the WNA seated an even, rather than odd, number of directors.  From the bylaws:

“The Board of Directors shall consist of an odd number of members with no fewer than five (5) and no more than fifteen (15) Directors. The Board of Directors shall have the right to increase or decrease the size of the Board of Directors within these limits. If the number of Directors is fewer or greater than these limits by reason of vacancy or removal, or because of inadvertence or events outside the control of the Board of Directors, the Board of Directors may continue to act and conduct all lawful business of the WNA, provided that the discrepancy is corrected no later than the next Voting Member Meeting.”

The WNA now must address this by the next Voting Member meeting, likely scheduled to occur in December. This may be difficult:

(1) The WNA has yet to release actual election results despite certain requests, and

(2) the WNA minutes of the election proceeding indicate the WNA has until next March to correct this (see http://www.warfleigh.com).

The latter was not discussed at the election proceeding and the assessment is based on an incorrect reading of the WNA bylaws. Specifically, there are three types of Voting Member Meetings, Regular, Annual, and Special. The WNA bylaws indicate the WNA must resolve this error no later than the next Voting Member Meeting, without specifying which type of meeting. Consequently, the WNA must resolve this issue by the next Voting Member Meeting which will be a Regular Voting Member Meeting, likely held in December. This only makes sense. Otherwise, an election error could exist for the entirety of a year, that is, the period between Annual Meetings when elections are held – which means the error never would be corrected.

I’ll keep you posted!

Jim Polito