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| This is a summary of the events that have taken place. It is not complete
and I urge you to go through all the documents yourself. At the very least, you
should take a look at the legal documents. Although we have tried to remain
impartial, there is speculation and opinion presented here, largely because of
the silence of the Executive Committee on these matters.OverviewSince August 2006, the Executive Committee of the ACNA have
embarked on a program to consolidate power, take control of the Board of
Directors and wield absolute control over the management and direction of the
ACNA. Towards these ends, they have engaged in a series of activities that have
violated the ACNA bylaws, disregarded the Code of Ethics and endangered the
existence of the ACNA by creating exposure to litigation and/or legal
involvement with governing authorities such as the IRS. Events and TimelineIn the ACNA Board of Directors meeting in August 2006 the last item on the agenda was discussion of the bylaw amendments. As the meeting had already run very long, this discussion was tabled. It was decided that an email would be send around to vote on the bylaws. Mike Collier, a BoD member, stated that the email could only be used for polling purposes as the amendments had not been discussed in a regular board meeting and email voting went against ACNA bylaws. The email was sent and the BOD voted to pass the bylaw amendments. The amendments were placed on the ballot. This violated not only the bylaws, but since nobody had made a motion to approve the amendments, nobody had seconded and no board discussion had taken place, it also violated proper procedure and Robert's Rules of Order. Despite Mike Collier's and others objections that the voting procedure was illegal, the EC maintained that the vote remain in effect. Note: this means that the bylaw amendments are not legally binding. The discussion and vote for the amendments does not appear in any BOD minutes because they never took place. In October Mark Sampson and Keith Anderson both told the ACNA Chapter Reps that the amendments were not intended to drive anybody, including Mike Fisher and Craig Leichty off the BOD. When pressed, both Mr. Anderson and Mr. Sampson stated they would ignore that part of the bylaw and would absolutely not take any action to remove either Mr. Leichty or Mr. Fisher from the BOD. This promise was immediately reneged upon the passing of the bylaw amendments by the club vote. In December 2006, the Executive Committee met and requested Mr. Leichty to resign from the BOD as a result of the passing of the bylaw amendments. Mr. Leichty refused. The EC then elected to remove Mr. Leichty and Mr. Fisher from the BOD. Note: The EC does not interpret the bylaws. That duty is performed by the BOD, per section 5.4 of the bylaws. In addition, the EC does not have the power to remove a member of the BOD. Furthermore, the EC specifically does not have the power to remove a member of the EC, per section 6.1 of the bylaws. Yet, the EC did all three of the acts, as well as reneging on their promise to the chapter reps. In January 2007, Mr. Juliano, sent a letter to the EC stating his legal opinion on their recent actions. That letter warned that the bylaws were possibly invalid and unenforceable and that the actions of the EC were, without question, in violation of the bylaws. This letter was ignored by the EC. In March, the EC arranged to meet with AoA to discuss the upcoming year and make their annual presentation to AoA executives. They excluded all BOD members not on the EC from both the meeting and the preparation of the presentation. In the past, this was performed by the full BOD. Even worse, prior to the meeting, AoA was made aware that the BOD had not been invited and why. In prior versions of this document, I noted that the EC had approved funding for the approved funding for the purchase of an Audi TT for the club raffle. This is not the case; the approval of the TT took place in the November 2006 BoD meeting. As such, it was executed properly and neither the EC nor the BoD was in violation of procedures. I regret that accusation and I apologize to the EC. Had the EC simply let me know that this was the case, I would never have mentioned it. May 4, 2007 - Mr. Ponessa, attorney for Mr. Leichty and Mr. Fisher notified the EC that the dismissals were in violation of the ACNA bylaws and the Minnesota Non-Profit Corporate Act. Failure to correct their actions would result in a lawsuit. That lawsuit would be filed in seven days of the notification. April 24, 2007 - The Board of Directors meets without a quorum and proceeds to enact club business. According to the bylaws, 2/3 of the BoD members constitutes a quorum and even with the disputed 2 member removed, 5 members are need for a quorum. Included in that business is voting to office two new board members: Gio Tomassi and Dean Esmail to replace Mr. Leichty and Mr. Sampson. According to the minutes, both were approved to the BoD. Note that this directly conflict with the email that Keith Anderson sent dated May 17, 2007 that stated the Executive Committee voted in the new board members. May 11, 2007 - Mr. Ponessa filed a lawsuit in Minnesota seeking reinstatement of Mr. Leichty & Mr. Fisher. May 14, 2007 - Johan de Nysschen, Executive Vice President of Audi of America, mails a letter to all ACNA members expressing his concern about the behavior of the EC. May 14, 2007 - The 'BoD' (with members elected by the EC) met to discuss the letter from AOA. Although it is stated in the minutes that the suit had not been filed, it had. The 'BoD' votes to indemnify Keith Anderson in the lawsuit and pay his legal fees. May 17, 2007 - The ACNA EC announces that Mr. Leichty and
Mr. Fisher have left the BOD to and that the Executive Committee replaced them
with Mr. Esmail and Mr. Tomassi. This directly contradicts the BoD minutes from
April 24. Either way, the election to the BoD of Mr. Tomassi and Mr. Esmail was,
and remains, illegal. Note: The bylaws state that only the BOD can replace a BOD member. The EC does not have this power. May 23, 2007 the BOD meets and the EC elects themselves in as the EC again, with Mr. Tomassi being the Chairman. |
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