A VISION FOR THE FUTURE - WHILE HONORING THE PAST
A Painting of the League, Part 3:
Power and Constitution
The vote is today at 7PM and this is the last of my three-part series of letters to League Members. Part 1 and Part 2 primarily focused on 10 years of League finances. This letter will first provide a brief summary of what I found in the financials and address the tall tale being thrown around to waste Member's time and distract. Then I will briefly discuss and summarize my thoughts on the lawsuit and the proposed changes to the League's Constitution and Bylaws.
They Do Not Refute My Financial Analysis
I have analyzed the past 10 years of League's financials, and I can summarize my opinions in two paragraphs:
Sal and the Board, to date, have not challenged or refuted my financial analysis of the League.Hopefully Members can now more clearly see the operational problems at the League. Unfortunately, when things don't look good for those who wish to retain positions of power, they often sow diversions to keep their hands on that power.
They Divert Attention Away from
Financials and Fundraising
There have been repeated emails from Sal and his supporters for many weeks complaining about the cost of the lawsuit. In the next section I will briefly discuss the merits of the lawsuit. Here I'm going to address the tall tale that the lawsuit plaintiffs are spending hundreds of thousands of dollars. The amount of money spent by the plaintiffs has been so dramatized that Susan Lucci would be envious of the performance. Let us compare the costs to date for both the lawsuit plaintiffs and defendants.
ASL2025 (the opposition campaign) has spent approximately $7,000 in total on its 2015 campaign and ASLUnite (primarily lawsuit plaintiffs) has spent approximately $6,000 in total on the lawsuit to date. That is a total of $13,000 to not only organize a plaintiff lawsuit, but to run a campaign as well. The vast majority of the costs of the plaintiff lawsuit (both the initial litigation and the appeal) has been done on a pro bono basis - for free. I think ASL2025 and ASLUnite have done an excellent job in making their donations go a long way, and it is a good indication of how ASL2025 will efficiently manage and conserve Members' money (the $82M) if they get elected. I donated money to ASLUnite, but it is a small amount compared to the value of the 60+ hours of time I have dedicated to reviewing 15 years of League financial statements, preparing financial models, and attempting to write three thoughtful letters to Members.
While ASLUnite has spent $6,000 on legal fees, Sal and his supporters claim that they have spent over $700,000 on the lawsuit (before tonight's election it may hit $1M). I would like to review the tall Venable legal bills. Sal's long-time pal and attorney, Peter Britell, provided his services in the air rights and cantilever transaction. He is a lawyer at Venable. Two other Venable lawyers are working on the lawsuit, and another Venable attorney is working on the proposed Constitutional changes. Sal has Lady League wrapped in veritable Venable vespers. Why stop, when the higher the Venable bill goes, the more heft it will have when he bludgeons "that RJC" guy with it? Between floor-adding dreams, it is becoming clear Sal feels he must constantly divert Member's attention away from the financials and fundraising and keep the Members fearful of the "unknown."
This is a very brief summary of the lawsuit and why I support it. The legal briefs and supporting documentation are publicly available to Members. There are two main issues that are going to be decided on appeal:
I personally believe the plain language of Amendment 30 and 31 support the position that a majority of both active and inactive members are required to sell League real estate assets. The only difference between active and inactive Members is their recent level of engagement in voting. I believe the intention of Bylaws 30 and 31 were to make it very difficult for the President and Board to sell League real estate.
At the time of the vote for the sale of the air rights and cantilever, there were 3,945 Members who paid their dues and were entitled to vote. 2,102 of these 3,945 Members were Active Members. If abstention had been counted as a "No" vote, the transaction should have been disapproved if the majority of both active and inactive members had been counted: There were 1,342 "yes" votes cast, and the remaining 2,603 Members (Active and Inactive) either voted "no" or abstained. The defendants claim that there were 1,342 "Yes" votes and this was more than half the number of the 2,102 Active Members. The defendants acknowledge that abstentions by Active Members must be counted as "no" votes.
I was, and still am, troubled by what I thought were material misleading statements by the League. Attempting to achieve "accomplishments" without legal process is something I watch out for.
I recognize reasonable people may disagree about the merits of the lawsuit. I have never personally supported a lawsuit before this one. The court decisions will determine what approval is required to sell League real estate in the future.
Proposed and Missing Constitutional and Bylaw Changes are Significant
I've read through the new proposed Constitution and listened to the September 30th Venable presentation twice.
I believe there are too many proposed changes for the Members to reasonably evaluate and discuss. I would like to see a list of what changes, if any, are required by NY non-profit law. Although Sal thinks "there aren't many things that we did change," I disagree. There are at least 6 changes that I feel are fairly significant. I feel any changes to the current Constitution and Bylaws should be done in smaller steps than what is currently proposed, and Members should have an opportunity to debate and consider each significant change. They are planning to have an up or down vote on all of the changes, thus I will vote for no changes.
Here are three of the proposed changes that I think are significant:
I would like to see one modification that is missing from the proposed changes: They have not proposed term limits for the President and 2 Vice Presidents. Sal thinks that having a 1-year term and annual vote for the President and the 2 Vice Presidents is "effectively" the same as term limits. I strongly disagree. After a couple of years, the incumbent President can build a powerful machine and it becomes harder to replace him or her. I believe it would be healthy to reset officers and directors every 3 or 4 years. The average term of the past League Presidents has been less than 3 years. I will not be voting "for" any proposed changes without all Officers and Directors being subject to 3 or 4 year term limits. A President that serves for10 years should be a thing of the past.
ASL2025 put together a comparison of the current constitution and bylaws and the proposed Constitution at http://asl2025.org/constitution.htm.
December 2, 2015