I Failed as a WNA Director – Or is the WNA Failing?

Hi all,

As you may know, I’ve attempted to help serve the neighborhood since 2012 when changes in federal legislation caused precipitous increases in flood insurance premiums. At the same time, the local levee and floodwall project designed to bring relief stalled and all progress ceased as every midtown neighborhood organization (e.g., BTNA, MKNA, BRVA, Midtown Indianapolis) forcefully lobbied to terminate the project. Additionally, at the same time, the association “representing” the Warfleigh neighborhood, the Warfleigh Neighborhood Association (WNA), rejected pleas by its voting members (including me!) to advocate on their behalf in support of the levee and floodwall project (in fact, the only official WNA efforts related to the project was to join others such as the Friends of the White River seeking to delay the project over environmental concerns).

In response, the grassroots “Save Warfleigh” and “Finish the Floodwall” organizations emerged (this website is an artifact of that movement).  Together we held demonstrations, petition drives, signage events, social media outreach and, eventually, gained the support of city, state, and federal elected representatives. The project now moves towards completion!! Ummm … at glacial speed!

Since then, I’ve been wary of neighborhood organizations that claim to represent the interests of their voting members but fail to do so – especially in an open and transparent manner. Unfortunately, this unease and wariness extends to the WNA which frequently meets in closed sessions of directors, denying neighbors and voting members access to the WNA’s deliberative process, and, at the same time, failing to provide the neighborhood and voting members with any record of such meetings, including minutes and agendas.

WNA transparency issues are not new, and over the years I worked tirelessly as a voting member trying to help improve WNA practices and policies. I made only little progress. Accordingly, I joined the WNA as a Director in October 2021.

Unfortunately, I’ve failed again.

The WNA has rejected every transparency enhancing recommendation I’ve provided, and leadership does not hesitate to remind me of such.

Alas! I’ve resigned (additional reasons included financial management practices).

You’ll find below the last report I submitted as the chair (and only member!!) of the WNA’s “governance committee,” as well as my letter of resignation. I’ve slightly reordered items in the governance committee report to include an upfront summary.  While I’m extremely heartened by new WNA member and volunteer activity and wish the WNA success, I’m also extremely disheartened by the continued inability or unwillingness of entrenched WNA officers to lead the organization in an open and transparent manner. The WNA is the only local neighborhood organization whose directors meet privately, without observation by voting members, and without providing voting members with timely minutes and agendas of such meetings.

Please know I will continue to independently serve the neighborhood as I’ve done in the past!

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Governance Committee Report

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February 8, 2022

WNA Meeting of Directors

Committee Report: Governance Committee

The Warfleigh Neighborhood Association (“WNA”) Governance Committee has duly met and provides this update and these observations and suggestions based upon its continued observation of and participation in the WNA.  As per previous reports, the WNA Governance Committee only seeks with its report and recommendations to increase the efficiency and integrity of WNA conduct and operations.

1. The Governance Committee adopts as its goal statement the following:

The goal of the WNA Governance Committee is to help ensure the WNA is an open, honest, transparent, inclusive, representative, and democratic neighborhood organization.

2. (reordered). The WNA Governance Committee repeats previous recommendations WNA directors by vote have failed to support:

(a) The WNA must reject its “autocratic” leadership approach in which it grants solely to one WNA director and solely to one WNA voting member exclusive access to some WNA information (e.g., results of WNA elections). This does nothing except to marginalize both WNA directors and voting members and helps establish the WNA as a closed, exclusive organization with privileges for some, but not all.

(b) The WNA must open its Meeting of Directors to observation by voting members. Absent such, the WNA at a minimum should post Meeting of Directors agendas and minutes.

3. (reordered). In summary, the WNA Governance Committee recommends the WNA modify its leadership practices to include the following:

a. Fully and immediately responding to all voting member requests for information regardless of what the WNA might believe the intent of such requests.

b. Advance planning for all WNA meetings that includes providing voting members and directors with meeting notices and agendas at least one week in advance of any meeting.

c. Providing voting members with visibility into WNA Meetings of Directors.

d. Providing voting members with Meeting of Directors minutes.

e. Provide voting members with Meeting of Directors agenda.

f. Establish a central document repository.

g. Establish strong document control procedures.

h. Establish a WNA website from which voting members may securely download documents.

i. Abandon any notion of excluding neighborhood participation in neighborhood leadership and stewardship by privately meeting as directors in contradiction of WNA bylaws to determine who may or may not serve as a WNA director.

4. The Governance Committee believes effective governance requires effective meetings which requires effective planning. At the same time, the Governance Committee notes leadership of the WNA often adopts a “just-in-time” planning approach to planning meetings, especially as it pertains to Meetings of Directors. For example, WNA leadership practices include providing on the day of, or on a day in advance, WNA Director’s meeting agendas. This precludes appropriate planning and research by WNA directors which precludes effective meeting which impairs effective governance. The WNA Governance Committee recommends WNA leadership adopt a more robust approach to meetings and governance and recommends, for example, WNA leadership provide agendas for Meetings of Directors at least one week in advance of such meetings so directors may appropriately prepare. This has further advantage. Namely, the WNA may then through its website share with voting members Meeting of Directors agendas. This enhances openness, transparency, and inclusiveness.

5. The Governance Committee believes effective governance requires strong document control procedures which includes both: (a) establishing a central document repository, and (b) adopting strong document change control procedures. The Governance Committee finds distressing that after years of operation the WNA has failed to do either. This leads to troublesome consequences. For example, the WNA, in contradiction of its bylaws, recently held an election in which it sought to re-elect all WNA directors rather than either “Class A” or “Class B” directors as required by bylaws. This emerged as the WNA did not have a central document repository and could not locate records establishing a list of directors and the classes of service in which they reside.

(a) The Governance Committee has as an example established a common “Google” drive that could serve as a central repository for all pertinent WNA documents. This could include, without limitation, meeting notices, minutes, and agendas; WNA bylaws; records of director’s terms of service and records of director’s membership in either the Class A or Class B of directors; neighborhood maps and block steward responsibilities; list of committees and list of committee members … The drive currently includes various folders: Minutes, Notices, Agendas, Bylaws, and Administrative. Access to this drive has been shared with four WNA directors.

(b) The WNA Governance Committee additionally provides as an example the link below which shows the relative ease with which WNA documents can be shared with and accessed by voting members using the drive established above: (LINK TO BYLAWS DELETED)

 The WNA governance committee notes the WNA could choose to limit access to documents on the shared drive to either WNA directors, WNA Voting Members, or all depending on sharing parameters selected.

(c) The Governance Committee of the WNA recommends all pertinent WNA documents include change control procedures such as that provided in the example below to help ensure the integrity of WNA documents.

WNA Bylaws:

VersionDateChange
Version 2.0February 2022Modifies bylaws to allow both odd and even number of directors. Adds provisions to allow reconciliation of tied votes.

6.  The Governance Committee notes that at least three WNA directors now have expressed an interest in limiting those who can serve as WNA directors to a slate of directors “approved” by the WNA through a “vetting” process. WNA directors in support of this perspective note the Butler Tarkington Neighborhood Association (“BTNA”) adopts such an approach.  The WNA Governance Committee strongly recommends against adopting such an approach and notes the following:

(a) WNA bylaws do not permit such an approach,

(b) Unlike the WNA, BTNA directors do not meet privately, without observation by voting members, without sharing agendas, and without posting minutes. Accordingly, the BTNA is not an appropriate comparison group.

(c) Such an approach and such a practice are clearly not consistent with a neighborhood organization that seeks to be open, honest, transparent, inclusive, representative, and democratic.

(d) The WNA risks a potential public relations “nightmare” if it pursues such an approach. Social media headlines may read, for example, “WNA directors decide to meet privately without minutes or agendas to determine who may or may not join them to serve the neighborhood.”

7. Effective governance requires a fully functional website safely accessible by all, especially as it pertains to document downloads including minutes, notices, and agendas. The WNA website in this regard is not fully operational (see below). The Governance Committee recommends the WNA modify its website so that voting members may feel secure when downloading WNA documents. Generally, the WNA should seek to develop a website that it can maintain and update.

Respectfully submitted,

James A. Polito

Chair, WNA Governance Committee

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Letter of Resignation

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WNA Officers,

Thank-you and the WNA for accepting this note of resignation effective upon transmittal.

Proximate concerns include those related to the financial management of donor funds.

The WNA indicated in its last two Meetings of Directors it holds dedicated funds of donors for which it has no plan of using in the near future, for which it provides neither reporting nor accounting as required by WNA bylaws, and for which the continued holding of such by the WNA has been questioned by donors.

I also understand these funds were held during the time the WNA had no elected directors and, accordingly, should not have claimed to exist.

I hope you can understand why I view this as a potential liability and one I do not wish to face in service to my neighborhood.

For this reason, among others previously shared (e.g., misaligned goals) I tender my resignation.

Thank-you for providing me with the opportunity to serve the neighborhood, and please reach out with any questions or concerns.

 Jim Polito

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The END!!

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