Dissolution or Disillusioned?

Now this is a specialized area of law of which I am not well versed, so I looked up in a legal source book the type of issues that arise under such a proposition.

I have attached a Download dissolution_checklist.doc  which I copied from the legal source book.  I will be handing this checklist out at tomorrow’s meeting to all that attend.  It is my guess that I will be vilified as someone who is not a ‘team player’ for doing so.

Now I cannot tell you whether dissolution is a good thing or potentially the worst thing we could possibly do as a non-profit corporation, but I do know that I asked in writing to participate in the committee that worked on this and I was left off the committee.  I also know that a handpicked Delagnes committee has been working on this and we are about to be presented with a ‘take it or leave it’ style of a resolution, just like the last contract.

I suspect that this move somehow insulates certain directors whose conduct under the old corporation is somehow a financial exposure for them.  Otherwise, why are we doing this?

I further suspect that the urgency to do this will relieve Gary Delagnes of any culpability for his actions on the Executive Board which could come to light after he retires.  This way, the corporation from which he did wrong no longer exists and I would think that would protect him from future liability if someone like myself were to get into a position to review our past conduct.

For example, the membership never voted on the acquisition of the 2nd and Bryant Street property.  We entered into a loan to purchase the building.  We then entered into rental agreements with tenant as a landlord.  No permission from the membership on a very substantial decision using members’ monies.  I don’t think that was allowed and, under the law, if the real estate market and lending market changes and it turns out to be a bad decision, then the board of directors involved with the decision are on the hook personally since they assumed the risk without getting permission before or adoption after the fact from the members.

This is an obvious, and probably not too controversial of an issue, but I think it shows the arrogance of Delagnes and how stupid he thinks the members are.  Quite frankly, he hasn’t received any pushback for this decision, but the fact that he doesn’t bask in it as a great accomplishment indicates to me that there is a potential problem here that he doesn’t want the members to think too hard upon.

What does it mean to the POA to have lawsuits out there for failure to represent?  What does it mean to the plaintiffs?

What does it mean to the POA to have board of directors (Kevin Martin in the flap with the OCC where there was a restraining order, Chris Breen with the representation over the sexual harassment claims for improper use of the computer, and Gary Delagnes for the monies he was loaned for the newspaper theft case and the monies he was repaid by the court which may, and most probably may not have been, paid back to the POA?  It is not o.k. for the Executive Board to use their positions to make loans to themselves without putting out to either the full membership or, at the very least, a nonpartisan group of members.

My suspicions are based upon past conduct within the board room and the failure of Delagnes to put anyone with a divergent point of view upon the committee.  Also, I do know that John Tennant (our recently hired in-house counsel who splits his time with the San Jose POA) did this for San Jose POA a few years ago.  He is the hired gun whose job is to take us out of our non-profit corporate status.  I am unclear on WHY we are doing this.