Region 2 Presidents Report September 21, 2016
Lead up to the BCWF Region 2 Minutes June 2016
Without a question, the regional board has had a difficult and mostly dysfunctional time since January 2016 and it has faced increasing difficulties with governance issues, as the majority of board members have been supporters of a former president and suspended member. Those who attended the Nanaimo AGM would have sensed that there were issues on the R2 Board. It was at this meeting that all members learned that the legal challenge and court case brought by Ed George against the BCWF was dismissed with court costs awarded to the BCWF. The main board decision to suspend Ed George was appropriate and legal and supported by the court.
With the first vice president of the BCWF and former president of the region 2 board facing suspension for inappropriate e-mail correspondence with staff persons in the BCWF office, some of the board members tried to force the regional president to recuse himself from the first main board meeting in January to prevent him from expressing his opinion or voting on the issue and have the vice president of the regional board take his place. The vice president actually showed up at the in camera meeting thinking he could replace the president but was informed that it could not happen.
After Ed George was suspended by the main board of the BCWF he showed up as a visitor to the R2 board meeting and told the board and his supporters how the R2 president voted in the closed meeting against him, so the board, by way of a contentious and illegitimate motion, voted for non-confidence in the President. The motion passed, but the president ignored it as he said it was without merit.
The President of the BCWF was invited to the March R2 board meeting to provide an overview of the BCWF. At the end of that meeting an in camera meeting was called and the Ed George supporters once again loudly insisted that the President step down because of the non-confidence vote. At that stage, the meeting had lost all order and decorum with members leaving so the president adjourned the meeting. Allen McEwan, President of the Pemberton Club resigned after this meeting because of the disruptions to the meetings and the failure of a group of R2 board members to distance themselves from the misconduct issue that was not related to R2 business and which should have remained a confidential BCWF Provincial Board matter. One of the R2 board members was literally yelling in the face of the president.
The President cancelled the May meeting of the R2 as most of the board members had provided no written reports, no correspondence and no up front agenda items for discussion. The Vice-President, Mark McDonald called an unsanctioned and unauthorized meeting of the suspended members supporters on the board and they had what they thought was an official meeting of the board at a pancake house. At this meeting Ed George joined the meeting and they appointed him as a board member and head of a new fishing committee and R2 representative to Peacemakers, as he was not entitled to represent the BCWF because of his suspension.
At the June meeting of the R2 board the President provided legal opinions on two of the issues plaguing governance of the R2 board. On the issue of the non-confidence director motion, the BCWF legal firm De Jager Volkenant & Company wrote an opinion to the R2 president,
“The Bylaws incorporate by reference Bourinot’s Rules of Order (the “Rules”). The Rules also do not provide for or address non-confidence director motions. The policies and procedures of Region 2 also do not address this issue. The BC Society Act (the “Act”) also does not address this issue.
In view of the above we are of the opinion that the non-confidence motion is of no legal force and effect and is not binding on you, any Region 2 directors and/or members or BCWF. You remain the duly elected President and director of Region 2.
We are also of the view that your actions as a director of BCWF in relation to the Ed George issue were lawful and in accordance with your legal duties and obligations as a BCWF director and President and director of Region 2.”
Having put that issue to rest a second opinion was requested on the authority of the President to cancel a meeting and it is clear that Section 39 (1) & (2) of the Constitution gives the President full control and therefore any meeting with without his sanction is invalid. De Jager Volkenant & Company wrote,
“Furthermore, the Bylaws state the president shall supervise the other officers, including the vice-president, in the execution of their duties. The vice-president’s duties are subject to the president, which further supports the position that the vice-president cannot unilaterally call a Board meeting.
The resolutions passed at the May Meeting are, therefore, invalid, as the meeting was not properly called. There is no basis in the Bylaws or the Rules for the resolutions to be upheld. Instead, the May Meeting, if anything, was an information meeting only and the decisions made are not binding and cannot be put into effect unless ratified by a properly constituted meeting.”
At the June meeting of the R2 Board the directors were informed of the legal opinions and were told that the meeting held by the vice-president Mark McDonald was invalid and any decisions or motions coming from that meeting were not binding or valid.
It has been most unfortunate that so much time has been wasted on an issue that was decided on by the court and should have rightly been left to the main board of the BCWF. Reasonable directors would have never allowed this to happen or go on for so long if they were thinking of the good of the region. Obviously we need a greater mix of directors from different clubs if region 2 is to move ahead and build a stronger federation of clubs. Our clubs have similar goals provincially, yet at the same time our local needs and aspirations need to be addressed by a proactive regional board not mired in political infighting that goes nowhere and produces nothing but rancor. We should all be working for the greater good of region 2 clubs. So far this year we have had two resignations, and one member refusing to return because of the lack of respect around the table. I do not expect any more nominations for board members because of a recent resignation, so if anyone wants to join the board they should wait until the AGM.
With that in mind we have a chance with new changes to the constitution to make a difference for greater representation on the R2 board and address the real issues in the region and not just the petty personnel issues that are plaguing this board from just one or two clubs.
Two changes that have been proposed in the new constitutional rewrite need to be debated vigorously.
For example:
27. (1) If a director resigns his office or otherwise ceases (delete – ceased) to hold office, the remaining (add – the majority of directors in attendance at the next regularly scheduled directors meeting) shall appoint a member to take the place of the former director.
(2) No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in the office.
Change:
28. The members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of office.
To:
28. The majority of directors in attendance at any director’s meeting may suspend a director before the expiration of his term of office and may elect a successor to complete his term of office.
Example: (27) If anyone resigns the majority of remaining board members can appoint anyone they want at the next meeting of the board. Just because someone resigns does not mean that there is an immediate need to have that person replaced.
Example: (28 ) A simple majority can suspend any director at any time and appoint a successor at the same meeting.
A majority of directors could stack the board with like-minded members if they simply dis agreed with a directors opinions and I do not think this is what R2 presidents have in mind.
These are small-minded constitutional changes and we need to look at the bigger picture where we value diverse opinions, and embrace vigorous debate based on the issues around us that are of concern to our regional clubs.
I challenge the directors to open their minds and arms and welcome the diversity of opinions that an expanded directorship would provide. To that end I will be proposing changes to the constitution that opens up the membership and creates more balance.
First off we need to re-write the constitution to include clauses about club representation in proportion to membership. As with our main board, should we have officers and limited elected directors, plus each club’s elected president as ex-offico.
Here’s a proposal for R2 Board makeup:
President
1st VP
2nd VP
Secretary
Treasurer
Director
Director
Director
Nine directors elected, plus the 28 club presidents who are elected to office at their clubs. There will be no requirement that they attend meeting but may do so if they have a reason but they will be fully informed at all times with the proceeding of the R2 board. This will restore ownership to the clubs and fair democratic process to R2 board.
For our AGMs, we require rep by pop identical to BCWF rules for establishing voting delegates to convention.
We will reduce the number of board meeting to four a year.
Our ideas for change will be shared with all presidents in a working document before the next AGM.
Phillip Milligan
President
Region 2 of the BCWF
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Originally Posted by fowl language
