[mou] thoughts on the so-called MOU "train wreck"

[Michael Hendrickson]

Well it must be getting close to the dog days of summer when there nothing
to do but sit on the porch and whine about a silly state bird club.  Yes, I
am a board member and I am probably one of the most colorful, outspoken and
shoot thru the BS that some bring to the MOU board meetings.

Here's the version of how it went it went down in March that Jim failed in
bringing up.  The meeting was set for 1 pm at the Bell Museum and those that
made it to the meeting came and we sat around and visited. Jerry announce
the start of the meeting. Soon after that Jim and Jerry were having a
discussion about a quorum. Jim was trying to plead his case that the MOU
cannot have a meeting because we lacked the number of board members to have
a official meeting.

Jim than places this huge black tape recorder on top of the meeting table
and has it turned ON. Jerry reluctantly agreed to let Jim tape the meeting.
Jim didn't ask all of those present if it was okay to tape the meeting. For
me I was uncomfortable having a tape recorder taping the discussions going
on. Infact I was embarrassed for Jim for bringing a tape recorder to a bird
club meeting.  Finally many discussions were being tossed around and finally
Frani Lowe walks in and was about 20 minutes late for the meeting. We the
board were very frustrated that we came to a meeting only to be railroaded
by Jim and Frani. You see in thier opinion Jim and Frani knew that the MOU
board were having meetings without a full quorum. They could of sent a email
to all of us MOU board members making sure we showed up for the March
meeting  based on what they found out with thier lawyer friend. They decided
to not do so and they came to the meeting with thier version of Non-profit
regulations and a tape recorder. Frani threaten to walk out if we decided to
go ahead and have a meeting despite her and Jim warnings. This is where the
tape recorder comes in.  After the long discussions amongst some on the
board I cornered Jim about what I describe above and he looked angry and
said " YES Mike you can called it a bomb if you want and I tried over and
over to get people to listen to me and I decided this is the only way" I
replied, " Thanks Jim, I drove 200+ miles to be part of your game". Jim
never apologized for his actions and wasting MOU board members time and
money for the long miles that some driven to be there for the meeting, like
myself!

I than raised my hand and asked Jim " Jim what are you going to do with the
tape in the tape recorder?" Jim replies. "AWWW... I really don't know Mike"
I added, " You telling me Jim you brought a tape recorder to our meeting and
you have no idea what your going to do with the tape?"  Jim replies " Mike I
really don't know".  I added, " Jim its a easy question to answer, what are
you going to do with the tape? " Awww Mike again, I really don't know as of
yet." So I asked Jim to turn it off and I asked if others had a problem with
the tape recorder on and most everyone did and Jim decided to turn it off.
We still have no idea what the tape was used for. ( evidence to bring to the
State Attorney General Office?)

So the meeting goes on but no action was taken and we just gave our reports.

So who is the faction? Well thats easy its Frani Lowe. Why Frani? Well Frani
came to a executive meeting and had some ideas to reorganize the MOU and
nothing was done at the meeting to take her serious and she was pretty darn
upset because of that. So she decided when she was elected VP that she'll
get the MOU attention and aligned herself with Jim Williams to force a
change and do whatever it takes to make that change or changes. Jim Williams
is the second member and Jim has a long personal beef against some MOU board
members and wanted some sweet pay back and still wants it.  Whose the third
faction member?  Well if I used the words Jim used frequently in his post "
"appeared to be" or " it seemed to us" so I would say it "appears to me" the
third member is Tony Smith, MOU treasure and Terry Sav. chairman.

Probably about now you are sitting there shaking your head and wondering
what the hell is going on? Your right! Its just a state bird club and the
Jim W faction is fueled by revenge and bruised egos! Its just a state bird
club but these people want to run it like some high profile non profit
organization! These same people threaten to us that our homes are at stake!
Jerry told us in emails that his lawyers he contacted said the MOU is
running fine and were not in violations of anything.

I can't imagine the Attorney General Office having a meeting and say "you
know I always had bad thoughts about the MOU and how they run things, lets
table the cell phone company lawsuits and other lawsuits and go after this
bird club. Lets take them down!" LOL The only ones that would sue the MOU is
one of the members of the faction PURE and SIMPLE!

Also the MOU is not a private club and no one acts like they belong to a
private club. Its all about egos and people who are just recently retired
and found themsleves pretty damn bored.

I am sure at the next meeting in July there will be more egos bruised, more
whining, more threats, more my lawyer said this and that and all the other
silly BS that these people bring up. I suppose they are going to find a way
to remove me as MOU Field Trip Chair for posting this response. So be it.

Shooting thru the BS once again!

Mike H.


Original Message ----- 
From: "Jim Williams" <two-jays@att.net>
To: "MOU-net" <mou-net@cbs.umn.edu>
Sent: Thursday, July 01, 2004 9:56 PM
Subject: [mou] thoughts on the so-called MOU "train wreck"


Friends,

In the most recent issue of the MOU newsletter (July 2004), Jerry Bonkoski,
MOU president, offers extensive comment on the March 27 MOU board meeting.
He speaks of a faction that plotted to and then successfully turned the
would-be meeting into a "train wreck".

I was a member of that faction, as was Frani Lowe, MOU vice=-president.
(Another co-participant will speak for himself, if he chooses to.)

In brief, we derailed the meeting because board members appeared to be
operating in violation of the state laws under which the MOU was organized
and is governed. It seemed to us that demonstrating the board¹s failure to
comply with the most basic of operational requirements might draw its
attention to the continuing issue of board reorganization.

What we asked was that the president demonstrate that a quorum was present
for the March meeting. That is a fair and simple question, quorum being a
basic requirement for a legal meeting. There was no quorum. The president
did not know what constitutes a legal quorum for a meeting of the board of a
non-profit organization. When asked, the president did not know exactly how
many persons serve on the MOU board. When asked, the president could not
name all of the persons on the board. The president admitted that all board
members (or all possible board members, depending on how you define this)
had not been notified of this March meeting. (It seems disingenuous to
complain about being caught with your quorum down when you fail in the first
place to notify all board members that a meeting is to be held.)

Before the March board meeting, Frani Lowe and I pooled $160 and bought one
hour of consultation from a lawyer who specializes in non-profit
organizations. We discussed in detail our observations of and concerns about
the MOU. We wanted to have at least a basic understanding of the laws that
govern non-profit organizations. We went to the March board meeting informed
and guided by her comments.

Most disturbing in Mr. Bonkoski¹s newsletter comments was the following
remark, an outright misrepresentation of the truth. He says: "Yet this
faction still has not volunteered any suggestions or assistance in resolving
the issues that were raised."

First, Frani Lowe has been instrumental in arranging for a professional
non-profit-organization consultant to come before the MOU board at a special
meeting and offer comment and suggestion on the need for reorganization and
a method of reorganizing. This would not be happening but for Frani¹s
significant efforts. No one else suggested this or anything like it be done.
This constitutes assistance of the highest order. The MOU board is going to
receive professional advice, thanks to Frani Lowe.

For my part, on March 31, four days after the so-called train wreck, I sent
Mr. Bonkoski a rather long and detailed analysis of what I saw as problems
and possible improvements. An edited (for brevity) version of that message
appears below. (Anyone wishing to see the complete message can request it
from me.) Then, on April 1, I send Mr. Bonkoski another long commentary in
the same vein. I am not aware if our third participant also made comment;
perhaps he did. In any case, my remarks, to me at least, comprise
significant volunteering of suggestions and assistance at resolving the
issues raised. I might also suggest that my long letter to MOU members,
offered at the time I resigned as vice-president, also contains analysis of
problems and suggestions for solutions. Anyone who believes I have been
quiet on these issues has not been paying attention.

I was accused at the March board meeting of doing all of this for personal
gain ­ a power move, to grab control and have the MOU for my very own. No,
thank you. Not in this lifetime. Not long ago, I resigned as vice-president
of the organization, a position that ordinarily would have led to the
presidency had I remained. But, I am old and tired, tired particularly of
dealing with people who want to run a public non-profit organization as a
private club. I suspect they will not go away. But it would be nice if they
would at least agree to follow the laws under which the MOU is organized.

Following are the remarks to which I made reference above.

Thanks for listening. And the best of luck.

Jim Williams

---------

REMARKS EXCHANGED WITH JERRY BONKOSKI ON 31 MARCH 04

From: JEBonkoski@aol.com Date: Wed, 31 Mar 2004 22:03:29 EST To:
two-jays@att.net Subject: Re: response on MOU board situation

Jim, thanks for your response to my e-mail. As you have stated, there is
much work to be done. I agree that perhaps the number one issue deals with
the reorganization of the MOU Board of Directors. I have heard that same
statement that the MOU Board of Directors is much too large and needs to be
revised downward to a lower number. I am in full agreement to work with Bill
Henry and Frani on this issue.

Do I have your permission to use your replies, unedited of course, to
include as background information as I ask board members to help resolve the
differences?

JIM WILLIAMS REPLIES.
Yes, most certainly. I would be pleased to have you share my thoughts. I
sincerely hope they will help you bring order to the board. If there is
other information or assistance I can provide, please let me know.
Jim

FOLLOWING IS THE REPLY TO WHICH MR. BONKOSKI REFERS.

Jerry,

Here is my response. I have clipped portions of your questions so you know
to what I am referring. I deeply appreciate the chance to offer these
comments.

BONKOSKI SAID ­
There is a difference of opinion on how MOU Board positions are counted.
Your opinion and advice from your lawyer indicated that each possible
position is counted as a Board Position when determining a quorum. I have
been advised by a lawyer, who has reviewed the MOU Bylaws and Chapter 317A,
that the MOU has been counting total board members correctly by counting the
positions filled, not the total number of potential positions.

WILLIAMS¹ RESPONSE ­
And how do you determine which positions are filled? All of the officers,
editors, and committee chair positions are filled. That leaves the affiliate
positions. I suggest that no one knows the status of most of these. How can
you arbitrarily decide that they are unfilled? Under the current
circumstance you will have to determine before each meeting how many
affiliates are active MOU members and whether or not they have appointed a
board rep. Actually, the statutes indicate that a board member continues in
that position until replaced or until the position itself is removed by
bylaw change. Thus, anyone who last represented an active affiliate
continues to be a board member whether they or you know it or not. I believe
all board positions are always filled if once filled, unless there is a
death or resignation. You are right -- this needs to be cleared up.

The attorney we consulted, and the staff person at the attorney general's
office (with whom I visited again on Monday of this week), and a non-profit
consultant at the Wilder Foundation in St. Paul (a non-profit support group)
all agreed that the present MOU board is far larger and more complexly
constructed than good governance requires. I urge you to work with Frani and
Bill Henry to restructure the board to a much smaller elected group of
people.

BONKOSKI SAID ­
(You assert that) the MOU has been conducting illegal board meetings for the
past several years. This assertion is based on the disagreement on how a
quorum is determined. Can you please identify to me those specific actions
that the MOU Board has taken in the past several years that you feel were
not done in the best interest of the MOU?

WILLIAMS¹ RESPONSE ­
The important point is not whether or not the actions taken were in the best
interest of the MOU. The actions might need to be revisited for legal
reasons. But, the major point is that actions taken outside the bounds of
the law open the organization to criticism and challenge. The MOU becomes
less in the eyes of its members and the broader community when it acts in
ignorance of the law or with an arrogant attitude that seems to say, We are
so good we can do exactly as we please. The Fiduciary Responsibility Code
published by the attorney general¹s office is an expression of the intent of
the law. It points out in simple language what the law expects of board
members AND WHAT MOU MEMBERS CAN EXPECT OF BOARD MEMBERS. Accepting a
position on the board means you are committed to doing the right thing for
the organization in all instances.

The disappointing thing here is that so many board members act with apparent
disregard for the law. Is this because they do not care for the law or do
not know about it? As a board member, I would have appreciated an annual
review of statutes and codes and guidelines for board members. I would have
been a better board member if I had known these things. If, at a special
board meeting each January, we had read the Fiduciary Code, reviewed the
statutes, reappointed the committee chairs and editors, sent notices to all
of the affiliates asking for names, addresses, and phone numbers for their
reps -- if we had done these things then we truly would been ready to go
through the year in a knowledgeable and productive fashion. I would have
been a much better board member if I had had a chance to approach the job
from that direction.

BONKOSKI SAID ­
The actions taken at the 2003 MOU Annual meeting held on Dec 4, 2003 are
(said to be) null and void because there were no minutes taken/published by
the secretary. Chapter 317A does not say that a meeting, in order to conduct
legal business, must keep and publish minutes of that meeting. I am in total
agreement that keeping minutes of each meeting is a good practice, and I
will assure that the Recording Secretary is at future annual meetings to
take minutes.

WILLIAMS¹ RESPONSE ­
I think you need a legal opinion on this from the state. Without the
minutes, without the legal documentation of the meeting, how can you
establish what happened? I do not believe that individual or collective
memory is sufficient. What is more important here is that future action
follow the law.

Also on the subject of minutes, the statute does require that all minutes
for all meetings include the substance of the meeting. This means the
discussion, the give and take of the meeting as well as the motions and
votes. We do not take such minutes now, do we?

BONKOSKI SAID ­
(You, Jim, have stated that) the MOU should not allow a chairperson of a
permanent committee to hold that position if they do not intend to attend
regular MOU Board meetings (i.e. The current MOURC chair.) Wouldn't it be
better to try to rewrite the bylaws so that a permanent committee might have
the option of sending an alternate person to represent that committee at the
Board meeting?

WILLIAMS¹ RESPONSE ­
Rewritng the bylaws will not solve the problem. (State) law requires board
members to attend meetings, period. The law does not allow for a proxy or
stand-in. This is stated in the Fiduciary Code, which was explained to us as
an explanation in layman's language of the letter and intent of the law. The
MOU cannot write bylaws that supercede state law. The MOU must have board
members who fully assume the responsibilities assigned to them by the law.
This is one of the main reasons why a board consisting mainly of appointed
members presents problems. Some people want to contribute the committee
chores but have no interest in the board chores. An elected board would be
more likely to avoid these problems since the candidates would present
themselves, one assumes, as willing to accept all of the duties and
responsibilities that come with board membership. It would be better to
rewrite the bylaws to remove the committee chairs from board membership.

Our experience has demonstrated that many of our committee chairs care
little about board participation in the first place. What a shame to lose
someone who wants to work for the MOU just because that person does not want
to accept board responsibilities. Create a new system that lets willing
volunteers serve as committee chairs without the added duties of a board
position. Fully participating as a director, fully performing the duties
stated and required in the Fiduciary Code is a big job in itself. Adding
committee chores and responsibilities to the work of a board member creates
massive workloads for these people. Cut the workload. Let board members do
board work and committee chairs to committee work. The MOU will be better
off for it. That system also brings more people into the workings of the
MOU. That is healthy. That alone is good reason to separate board and
committee responsibilities.

THE ISSUE OF LIABILITY also needs to be addressed. The attorney with whom we
visited, and Sharon Phillipson at the attorney general's office with whom I
spoke, and a Wilder Foundation staff member (Louise Eidsmoe) with whom I
visited on Monday all told me that risk is real for non-profit board
members. There is an organization in Washington, DC, that addresses this
(Nonprofit Risk Management Center, 1130 Seventeenth Street, NW, Suite 210 |
Washington, DC 20036, Phone: 202-785-3891, Fax: 202-296-0349, web site
www.nonprofitrisk.org). Management Assistance Programs, a support group for
non-profits with offices in St. Paul, has a staff member named Charlie
Ravine who focuses his efforts on risk issues. I am told that MAP publishes
a booklet explaining risk to board members. I have called Mr. Ravine and
asked for a copy. This is important, Jerry, especially because the law
assigns greater liability to those board members who do not show due
diligence to their duties, i.e. those members who do not attend meetings.
This is something that should be discussed and reviewed with ALL board
members once a year. Board members deserve to have this information.

You (Bonkoski) have without question taken some steps to make the MOU a
better and stronger organization. The problem is support for the idea of
change, and I believe you might have more of it now than you did before
Saturday.

If you want to lead, Jerry, begin with the letter of the law. There can be
no confidence in a board that puts itself outside or above the law, whether
that be through ignorance or arrogance. Ask board members to act ONLY in the
best interests of the organization. I wish I personally could have seen
another way to deliver the message. Saturday was a difficult day for you,
and I am sorry for that. But I have spent the past two years trying to make
the point that the organization is more important than the people who sit on
the board. That message was not being well received. Perhaps it is becoming
clear now.

The MOU has a lot of money now. Many people are watching to see how well the
MOU handles its new role as a funder with significant resources. Following
all of the rules and laws and codes is important in this atmosphere. This is
no longer about being one of the boys in the club. As Sharon Phillipson (of
the attorney general¹s office) told me, if the MOU wanted a club the
founders should have formed a club. Instead, they formed a non-profit
corporation, a very complex and heavily governed type of organization. Now,
perhaps for the first time, the MOU is being asked to live fully with the
obligations it assumed those many years ago.

I wish you courage, strength, and good fortune. I too want a friendly MOU
devoted to the best interests of the birds. My efforts every day are pointed
in that direction in a variety of ways. We have no disagreement on the
importance of the birds.

Jim Williams
MOU member

E-MAIL MESSAGE SENT TO JERRY BONKOSKI ON APRIL 1, 2004

Jerry,

As I read your suggestions, these comments come to mind.

Reducing the size of the board is a good idea. An odd number of participants
would be best for voting purposes. Giving committee chairs voting rights,
however, puts us right back where we are at the moment. One who votes is a
member of the board, regardless of what title you give them or how they are
selected. I think you will find that the statutes define directors as anyone
who has the responsibility of a director, and voting is such a
responsibility. If two dozen people can vote, then two dozen people are on
the board.

The establishment of quorum also is something to consider. You seem to
create two subsets of board membership, elected officers and directors in
one group, committee chairs with voting rights in a second group. You use
subset one to determine a quorum, then allow subset two to participate with
voting rights without being considered when a quorum is established. I don't
think this would fly legally.

But the most important thing is your praise-worthy willingness to work with
Bill Henry. He knows far more than I do about this. He will give you good
counsel and advice and guide you with information that is non-partisan and
seeks to serve the greater good of the MOU. I trust Bill Henry's advice. I
hope you will come to see it the same way.

I was called again yesterday by Sharon Phillipson from the attorney
general's office. She had just completed an in-person visit with another MOU
board member. She said my comments to her essentially were repeated by this
person. She offered to this board member the same information she had given
me. She said she was optimistic that we would work our problems out and be
successful in our effort to have the MOU operate in accordance with laws and
rules. She encouraged me to call her any time there appeared to be problems
or misunderstandings. I told her I shared her confidence and that I would
keep in touch. I hope to be able to call her soon and give her a story of
your successful efforts to do the right thing.

Thanks again.

Jim Williams


There you have it. If you want to comment to Mr. Bonkoski, his e-mail
address is jebonkoski@aol.com. His phone number is 952-440-6956. His mailing
address is 17255 Woodview Ct. SE, Prior Lake MN 55372.

Jim Williams can be reached at two-jays@att.net, 952-473-2876. Frani Lowe
can be reached at grimlyweird@earthlink.net. Her postal address is 4717
Elliot Ave., Minneapolis MN 55407.












_______________________________________________
mou-net mailing list
mou-net@cbs.umn.edu
http://cbs.umn.edu/mailman/listinfo/mou-net