An Analysis of SPAR Council’s Q&A Session: Internal election and by-law issues

[strider]

Now that we have the Spar Council Executive Board’s answers to at least the majority of our questions, it is perhaps time to sit down and see just what the answers really mean and how factual they may be.

My feeling is that this thread should be for the questions and answers that deal with the specific issues many of us have with Spar Council’s lack of elections and the changes to the by-laws.  The other questions and answers that deal with restoration, transportation and commercial development are just as important, and so I believe, deserve their own threads if we wish to analyze them as well. 

Let’s begin with an easy one:

What Positions have expired and when?

Their answer and my comments:

Some positions expired in October.

Yes, a true statement.  Per the by-laws, at least one third of the board positions should be up for re-election or appointment every single year. If the board was made up of 13 individuals as was stated in the meeting (we can assume 12 elected or appointed and  the  executive director?), then four positions were to be up for election or appointment.


To quote the actual by-laws: Section 4. TERMS AND ELECTION OF DIRECTORS. The membership shall elect Directors at the annual meeting. A Director shall serve a term of three years. To ensure experienced leadership, approximately one-third of the Directorships shall be elected or appointed in alternate years.

Some could have been re-appointed, but chose to step down for a variety of reasons.

Also mostly a true statement.  However, when we really look at what is being said, we need to become a little suspicious.  First they say that some “could be reappointed” not reappointed or elected. The next part of this answer wants us to assume that all four of the possible directors that should have stood for re-election (or appointment) this past October all just happened to be the same ones that also happened to resign.  I believe a little research through the minutes of the various meeting minutes will bear out that what we have been told by current and past board members that Claude Moulton and Barbara Sweet were among the directors that should have stood for reelection or appointment this past October is true.  As we can readily see, neither has resigned and are still functioning as directors.

No Executive positions have expired, as they are to continue to serve until they have been replaced, or reappointed. 

If taken totally by itself, it is a true statement.  When taken in the context with the question and the rest of the answer, it is not. First, notice that once again, no mention of elections.  Then, let’s go back to the by-laws:

Section 8. BOARD REORGANIZATION MEETING. The annual election for the Board is held
at the annual membership meeting in October. The reorganization meeting shall be held as soon as possible after the election and prior to the next Board meeting in October. At this meeting new Board members will take their seats and the entire Board will participate in an orientation and training program.

And:

Section 3. ELECTION PROCESS. Elections for the Board will be held at the Annual
Membership meeting. The election shall be conducted by the Governance Committee. Each verified member shall receive a ballot listing the nominees for the Board. Prior to the voting, the candidates will have an opportunity to make a one-minute self- introduction.
Depending on the number of nominees recommended, members have the right to vote for as many nominees as there are vacancies on the Board. The person receiving the largest number of votes cast for any individual candidate shall fill the first vacancy; the candidate receiving the second largest number of votes shall fill the second vacancy, and so on until candidates fill the total number of vacant Directorships. Cumulative voting for Directors is not permitted.
A run-off shall be held immediately in the case of a tie.
While the votes are being counted, the President may conduct other business on the agenda.
After the tally is completed, the Governance Committee Chairperson shall report results of the election to the membership. The President will swear in the new Directors. Immediately following adjournment, all Board members will convene to select a date, prior to the next regularly scheduled Board meeting, for a special organization meeting at which the new Board members will be seated. At that time the entire Board will have an orientation and elect its officers for the upcoming year. The current Executive Committee will continue its duties until new officers are selected.

From these two sections of the current by-laws, we can see that everything has to do with the election process and how the positions of the executive committee are filled.  While it is true that the executive committee members do indeed hold their offices until the new executive committee is chosen and in place, it can also be readily seen that this part of the by-laws also assumes that elections had been held and the new directors were in place ready to be sworn in and to elect the new executive committee.

There is even time period specified.  Section 8 states that the directors shall hold a special meeting after the elections and prior to the October board meeting and “Section 3: Election Process” states that it will be prior to the next board meeting.  We can also begin to see that the by-laws do not allow for the opportunity of directors staying on past their terms, only that the executive committee can continue to perform their duties until the implied short period of time passes until the new directors can be sworn in.   

So, unless there was a special meeting that “appointed or elected” Claude Moulton and Barbara Sweet and then a second special meeting that the entire existing executive Committee was reelected by the current board to their same executive committee positions, and all of that had to have occurred prior to the October board meeting,  then Claude and Barbara and not currently legally on the board.  Of course, I guess they could have had those meetings and just not told us, but wouldn’t that have been the most logical answer to the question?

[fsu813]

As someone new here......

I think people need to get passed the procedure thing, realize this is a volunteer organization, and work together to benefit the neighborhood.

If you don't like the direction or goals of SPAR, then don't participate, take steps against what they are doing, try to internally change it, or form a new competing neighborhood organization.

It's ridiculous to keep rehashing who did or didn't do what when. Elections will happen relatively soon I guess, and for the sake of everyone I hope some the loudest critics get on the board so there will be spirited debates about what's right for the area.

Other than that....a few questions........

- i know who Louise Despain is, and Don Downing. And Mac. But that's about it. so....

1) Who was the woman in audience that spoke with the british accent?

2) who was the woman in the audience with the short blonde hair, sitting near the Brit, that also spoke at some length?

3) who was the thin gentleman sitting/standing near the doorway in the green hoodie, glasses, and short lite hair?

4) who was the woman who sat up front, facing the audince, with the blonde hair & glasses?

5) Who was the gentleman that was sitting in a chair by the doorway, who said he served on the board for some time and mentioned how he had disgreements, but was not disgruntled?

I don't need or want real names really, just what their names that are on this forum, if they post, and what role, if any, they play in the community (whether owning a business, advocating for something, generally against or for this or that, etc).


Thanks....

[sheclown]

3.) Finnegan's Wake
4.) a city person (?)
5.) Downtown Parks

[strider]

I think I would like to ask that if the Jacksonville City Council just decided to not follow it's own laws, should we all just get over it and move on? Are not city council members not much more than “volunteers” themselves?  Would we be expected to consider not giving truthful answers to public questions just a procedural thing from them? It just seems that if we can not depend on local volunteers to follow the proper procedures, why should we expect any agency or government to?

With that in mind, here’s another question:

Why were there no elections?

There are elections each year because the board does elect officers, however, there may or may not need to be an election for other board members depending on the number currently serving.

This statement is sort of true on the surface.   It is true that the board elects it’s officers every year.  It is also true, as of the June 2008 bylaws,  there may or not be a need to elect any other board members.  But that is only because of how the current bylaws are written:

Section 4. TERMS AND ELECTION OF DIRECTORS. The membership shall elect Directors
at the annual meeting. A Director shall serve a term of three years. To ensure experienced
leadership, approximately one-third of the Directorships shall be elected or appointed in alternate
years.

All Directors will be limited to 2 consecutive terms, or no more than 6 consecutive years.

An appointed member may serve a three-year term and be reappointed by the Board or stand
for election for an additional term.

As you can see, the newest bylaws allow for either elections or appointments.  It still requires that approximately one third of the directors stand for election or appointment every three years.  It makes no difference how many are “currently serving”, the terms of about one third of the directors should be up every year.  It makes no difference whether the director was elected ot appointed, the term is still a maximum of three years.

Another interesting note is that they did not, by their own admission, hold any election what so ever in 2008.  Not even one for re-electing the non-elected and non-appointed executive committee members as they seem to trying to imply in their answer.

The by-laws do state that current Board members will serve until such time as they are replaced.

Rather than re-post the pertinent sections of the bylaws again, as they are the same as in the first question that was posted here, just remember that the issue with the Executive Committee was based on the fact that there had been elections (or appointments) and that the current executive officers could serve until the special meeting at which the new officers would be elected.  That meeting had to be by the October board meeting per the by-laws.  The answer as they have it implies that all the board members are under this provision when the by-laws indicate only the Executive Committee is under this provision.  In addition, the answer implies that those board members could be there until they were replaced….if the elections or appointments are never done, do they have the right to stay on the board indefinitely?

There are no Board members who are not officially on the board.

You could call this true, but only because those who are not legally on the board may actually consider themselves “official” whether they are there legally or not. As we can see from the by-laws and the post for the first question here, at least two of the current Executive Committee are not legally on the board according to the bylaws.

[JaxByDefault]

4. Kerri Stewart, formerly of Housing and Neighborhoods, now Deputy Chief Administrative Officer for the City of Jacksonville. 

[strider]

Why did a non-profit that  is supposed to represent this entire community force a particular board member, the only one that seems to 1) Want to follow the by-laws, 2) listen to the entire community and 3) bring accurate and public information to that community, off the board?  What gives them, in particular, Jack Meeks, the right to do that?

There was no Board action taken related to any board member.  The person chose to resign.

In all fairness, this answer is absolutely true.    We all know that the board member in question did indeed resign.  We also all know that there was no “official” board action.  But just because this answer is a true statement does not mean that it is truly an answer to this question. 

We know who the board member in question is.  It is AlexS.  At least one, maybe more, of the current board members as well as most of us out “here” wish he hadn’t  resigned and have said so publicly.  Well, he did and we can’t blame him.  But back to this answer.  We can accept it as 100% fact only if we decide not to believe what AlexS has told all of us publicly about this event.

To begin with, we have been told  that AlexS was asked to have a meeting with both Claude Moulton, President, and Jack Meeks, Chairman of the Governance committee, about his conduct as a board member.  Sort of seems like a pretty official, “unofficial” meeting, doesn’t it?   As it turns out, Claude could not make the meeting so it was only jack Meeks who met with AlexS.  I’ll let AlexS’s own posts state what the meeting was about. 

Quote from: soxfan on November 22, 2008, 08:24:26 AM
I've got one. Why was AlexS asked to resign from the board?? He was the only member of said board that made attempts to quell the revolt.. Is he wrong for standing up for the people he represents???

AlexS: Because the chair of the governance committee and president felt that my actions hurt the public image of SPAR, frustrated other board members and wasted the time of the board. I did not contribute either enough money myself or raise funds which is currently the #1 priority. I was also told that other valuable board members have resigned because of me or were planning to do so.

Partial Quote from: stephendare on November 22, 2008, 01:39:48 PM
AlexS,

What is the point of having a voting board if the job of board members is to simply agree with the party line?

Alex, Im sorry these little petty despots have apparently mistaken what a voting board is supposed to be about.

This is the actual proof in the pudding that the SPAR organization has become worse than the perception of it.

So let me get this straight, You didnt toe the party line in public, represented the actual residents of the neighborhood, engaged in public and open debate and discussion as you are required to do by the spirit of the non profit charter and were told that you were out of line?

Who on earth is the 'governance chair'?

AlexS: Jack Meeks is the chair of the Governance Committtee who was appointed by the president.

I was also accused of conspiring with a small group of people with ulterior motives to take down SPAR. I never thought that trying to get the corporation to follow it's own Articles and Bylaws would be a conspiracy. Neither should be providing (already public but not readily accessible) information to the membership and general public.

It should also be noted that AlexS was the one current board member who was posting real information about these issues on the various forums and was also questioning how legal Jack Meeks appointment was as well as the lack of elections, the executive Committee’s failure to follow it’s own by-laws and more.  It is up to each of us to decide how official this meeting was and who all was involved in the decision to even have it.

[AlexS]

I am quoting a section here from my email to the full board explaining why I resigned.

I have not resigned due to the pressure from Jack and Claude. I assumed that if the majority of the board shared the opinion which I quoted above, that it may be best for SPAR (and myself) if I resigned. Hope I did not error in my judgement.

From what I have learned so far not everyone on the board shared the opinion expressed by Jack. A few have expressed that they don't share Jack's opinion. The majority has remained silent.

[jbm32206]

The majority remains silent....that says a lot more to me.

[sheclown]

The majority remains silent....that says a lot more to me.

Ouch, that's gotta hurt.

What board members were there last night? 

[jbm32206]

Not sure, it was pretty crowded so I couldn't see everyone...and at this point, I'm not even sure who's on it anymore. People seem to come and go so quickly

[BridgeTroll]

Seems to me much of the controversy seems to revolve around Mr. Meeks.  Have we heard from him?

[jbm32206]

No, and I seriously doubt that we would

[BridgeTroll]

Which begs the obvious question... Why?

[BridgeTroll]

A simple Google search has satisfied my curiosity... Hmmm...

http://www.mrpcpa.com/aboutus_jackmeeks.htm

[uptowngirl]

Well from everyone I have talked to it appears I did not miss much...

People who were not even involved in any of these discussions on this board have told me nothing was really discussed nor resolved, and some even felt more upset after the meeting than before. I was also told the majority of the questions submitted were not addressed? I was also told a lot of time was spent discussing some of the people who have been questioning the SPAR practices?

BTW, I saw a post that said people who are upset should get on the board and force the debates? I think that is exactly what got ALEXs in the doghouse with some of these board members...they do not want debate, they do not want to follow the procedures laid out for their own board. Trying to enforce that makes you disruptive, a "non-team player" type....