WNA November Meeting of Directors: Proposed Agenda and Commentary

Hi all,

The WNA meets virtually Tuesday, November 9, 6:30 pm for a Meeting of Directors. The WNA will not make this meeting observable to WNA Voting Members (??). Unfortunately, the WNA must address many administrative issues due to previous “inadvertence.” I’ve shared the agenda below with WNA directors, however, the WNA has yet to release its “official agenda.” It’s not clear which WNA member has the authority to do this because all WNA directors currently are similarly situated with equal authority and responsibility. I’ve also included comment on some proposed agenda items, and a “prologue” establishing the basis for these comments. I’ll try to provide meeting minutes if possible.

Prologue

The WNA seeks to be a “representative neighborhood association.” The WNA in the past has claimed to represent the Warfleigh neighborhood in matters of public affairs and public policy. This representation includes claiming to represent the neighborhood in communications and meetings with public officials, public agencies, and elected representatives. If the WNA seeks to make such claims in the future, then the WNA must provide the Warfleigh neighborhood with “due process,” including acting in compliance with its bylaws which intend to protect the neighborhood from an inappropriate form of governance.

Proposed Agenda

I.  Establish Quorum

II. Confirm Meeting Appropriately Noticed

WNA bylaws require the WNA notice meetings of directors. The WNA in the past has chosen not to do so. The WNA yet has done so at the time of this post. The WNA should seek to act in accordance with its bylaws.

III. Approval of Agenda (with opportunity to adjust upon approval of directors)

IV. Approval of Minutes of 10/12/21 Annual Meeting

The WNA minutes of the Annual Meeting indicate the WNA may wait until its next Annual Meeting (March 2022) to appropriately constitute the board. This is in error: (1) no member attending the meeting suggested this as a solution (the WNA did record the meeting), (2) this is not consistent with a plain reading of the bylaws, and (3) the suggestion is illogical. For example, suppose through “inadvertence” the WNA again inappropriately constitutes the board in its March 2022 Annual Meeting. The WNA position suggests this error would need no remedy until the March 2023 Annual Meeting. The error therefore would go uncorrected for a year, with the plain result of no actual remedy. The WNA would continue to aggrieve voting members for a year. The WNA must appropriately constitute the board of directors and establish an odd number of directors by the next voting member meeting.

V. New Business

A. Release Election Results

(1) A WNA voting member requests release of detailed election results. The WNA has yet to either address or acknowledge this request. If the WNA claims to be a representative neighborhood association, then the WNA must respond to voting member requests. Failure to do so needlessly disenfranchises WNA voting members.

(2) I have requested the WNA release detailed election results, especially considering “B.,” below. The WNA has yet to address this request. Similarly situated directors should have equal access to all available information.

(3) The WNA should not create “classes” of voting members within the neighborhood: (i) “first-class” voting members who have privileged and exclusive access to WNA information (and meetings), and (ii) “second-class” voting members who the WNA denies access to privileged and exclusive information, including meetings. This, again, disenfranchises voting members and contributes to the WNA’s trust deficit.

B. Appropriately Constitute Board

WNA bylaws require the WNA seat an odd number of directors. A WNA voting member in our Annual Meeting requested we only seat an odd number of directors. The WNA must resolve this issue prior to its next voting member meeting, with a Regular Voting Member meeting currently scheduled for December.

There are at least three straightforward solutions:

(1) A director may voluntarily resign from the board, only missing the January Meeting of Directors, and seeking re-election in the March Annual Voting Member Meeting.

(2) The WNA may postpone its December Regular Voting Member Meeting until the March Annual Voting Member Meeting (bylaws do not specify how frequently the WNA must hold Regular Voting Member Meetings).

(3) The WNA could rely on election results and only seat the nine directors receiving the highest percentage of votes. The “tenth” director would miss the January Meeting of Directors and could seek re-election in March.

C. Election of Officers

D. Stagger Terms of Service (Determine Class A and Class B directors)

The WNA no longer has record of “Class A” and “Class B” directors. Accordingly, the WNA now must assign a subset of directors to a one-year term of service, and another subset of directors to a two-year term of service. This will re-establish staggered terms of service so the WNA never in the future need re-elect all directors at one time. At least two solutions exist:

(1) Stagger terms of service on a voluntary basis.

(2) Stagger terms of service based on an underlying principle, for example, establish director classes based on previous terms of service. Here: (a) first-time serving directors would have an opportunity for a longer term of service, and (b) previously serving directors would have shorter terms of service.

E. Determine Terms of Service – October to October, or October to March?

The WNA schedules its next Annual Voting Membership Meeting for March 2022. We now have conflicting terms of service for directors. Does the term of service of a Class A director span from October 2021 to October 2022 or from October 2021 to March 2022? Similarly, should the term of service of a Class B director span from October 2021 to October 2023 or from October 2021 to March 2023. The WNA should establish terms of service for Class A directors that expire in March 2022, and terms of service for Class B directors that expire in March 2023.

F. Visibility of Meetings of Directors – Notice Meetings?? Open or Closed??

WNA bylaws require the WNA notice Meetings of Directors. Due process requires the WNA do so. The WNA has yet to do so. Additionally, the WNA chooses to deny voting members observation of its Meetings of Directors.

The WNA increases its trust deficit in the neighborhood when it meets privately without notice to conduct neighborhood business such as electing WNA officers. Voting members wonder why the WNA would close to voting members observation of the election of WNA officers. Voting members wonder why the WNA must conduct any business privately without notice. The WNA should post meeting notices, agendas, and minutes – especially those required by WNA bylaws.

G. Permitted Information in Website Biographies

The WNA less than fully responsively addresses voting members outreach and concerns, including e-mails received through the WNA website. This creates frustration among voting members. The WNA contemplates forbidding including in director’s website biographies e-mail addresses through which voting members directly may contact willing directors. The WNA should support a director that seeks to increase accessibility to WNA Voting members.

H. Neighborhood Infrastructure Partnership Program          

I. Review of Bylaws

J. Duties and Expectations for Board Members

K. Other Business 

VI. Announcements/Recognitions/Reminders

VII. Agenda Items for Next Meeting

VIII. Adjournment

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