Now you tell me who we are to listen too??? Coaches Board or Current Board, It seems that we now have 2 Boards . Is this something that the PDL or some other organization can resolve? It sounded like Cliff was on the right track but no one wanted to listen From the Coaches Board
Northwest Nationals families:
The By-laws of Northwest Nationals provide that Head Coaches ("Members") of the majority of registered Club teams may elect Club Board members. Similarly, the majority of Members may remove Board members with or without cause, with or without a meeting, and with or without any Board action. Pertinent sections of the Club by-laws are attached for your review to plainly support these statements.
Recently, the majority of Members called for a special meeting for long-overdue Board elections. The acting Club Board contended that the Members were not authorized to set a date, time, or place for meeting to hold elections. This acting Board and President continued to refuse to have an election despite several informal calls for such by Members, despite this formal call for elections by the majority of Members, and despite the last elections(which are supposed to be annual) being no more recent than 2006. The President has continued to act in contempt of the by-laws and the Membership's call for a special meeting by failing to set a time, place for the special meeting during the passage of 10 business days on the thinnest of guises that he may call the meeting at his leisure and may disregard our request for several weeks, if not much longer. Our right to meet and vote with more-than-ample notice will not be thus ignored or infringed.
Given the above, the Members have proceeded under Sections of the By-laws that are clear in their allowance of Member actions, with or without any Board participation, with or without meeting. Contrary to suggestions made by the acting Board, no Section of the By-laws pertinent to this discussion has been duly changed from what we have acted under and are acting under and reference here: By-laws can ONLY be changed by a majority vote of Members, not by the Board, so the Membership MUST be aware of such changes and the Members do hereby attest that they have not given away this right to any other entity.
In accordance with various Sections including but not limited to Sections 2.14: Actions
By Members Without a Meeting, 3.9: Removal of Directors,4.3: Removal of
Officers/President the Members have taken and do hereby take the following actions:
The majority of the voting Membership of the Club, in accordance with the Club By-laws, elected the following people to the Board of Directors and President of the Club:
John Wagner (President) email@example.com
John Heimbigner (Boys Coach Rep) firstname.lastname@example.org
Morgan Perry (Boys Coach Rep) email@example.com
Daren Mancini (Parent Rep) firstname.lastname@example.org
Arby Busey (Girls Coach Rep and DOC) email@example.com
Eddie Pate (Parent Rep) firstname.lastname@example.org
Denise Ryan (Parent Rep) email@example.com
Scott Newman (Girls Coach Rep) firstname.lastname@example.org
This action has been written, signed and recorded without meeting and is now hereby taken in a meeting of the Members and recorded here.
Board/ Officer Removals
The majority of the voting Membership of the Club have, in full accordance with and subject to Club By-laws, removed the following people from the Board of Directors:
Further, Dan Smart is hereby removed as President of the Club and all six removed directors are hereby removed from any and every office of the Club. Cathy Jackson has not been thus removed, but is out of term and her board position was up for election. Vadim Tolstolutsky, Mel Craig, and Eugene Poublon remain Coaches in good standing with the Club. Removal of the Board and President has been written, signed and recorded through action without a meeting of the Members and is now hereby taken through a meeting of the Members and recorded here. Removal of these six people from their offices is hereby taken by action of the newly elected Board and is witnessed and agreed to by the Membership.
Facilitating Board Transition
In order to ensure that these removed Board and Officers in good faith turn over to the new
Board and President, without limitation, all Club-related information, operations, and assets, it is requested that all coaches, managers and families urge these former Board members to comply with the By-laws and majority vote of Club Members. No one has the right to disregard the By-laws. The By-laws must be respected and this will avoid unnecessary financial cost for the Club or damage to the Club reputation. Anyone willing to help avoid such adverse events should contact the new Board members.
It is our sincere hope that this will prove to be a smooth transition. However, last week's
Communications from the then-acting Board have attempted to cast the majority of the voting
Membership of the Club as a group of a "few" "disgruntled" coaches, along with many other aspersions not worth repeating and a spate of misleading or incorrect statements. Therefore, we urge you, the Club parents, to use your influence for the good of the Club and for the rule of law within the Club and do the following things:
• Respond to any communication on behalf of the Club (excepting team-related
communications from Vadim, Eugene, and Mel) from removed Board members back to their source telling them they have been removed and they are to cease and desist from contacting you related to the Club. To help you determine what are legitimate Club correspondences, we here and now inform you that all email and US mail communications from the Board in the coming weeks will be signed by either the newly elected President or a majority of the newly elected board noted above. Communications without such signatures can be regarded as fraudulent.
• Forward any such communications from removed Board members to your Club team
Coach so that the Club can take action against the perpetrators.
Thank you for continuing to support the Club and your Coaches during this trying time. The
Board, President, and Coaches of the Club are here to serve you and your children and consider it a privilege to do so.
The Northwest Nationals President. Board of Directors and Coaches Response from Current Board
Dear NW Nationals Families and Coaching Staff,
We want to convey our sincerest apologies to the NW National’s Parents, Players and Club for enduring these last few weeks of an internal issue that seems to continue to escalate. Please understand that it is not the intention of the Board of Directors to continue to rebut these arguments or disagree that an election of a new Board is eminent. We hope you have appreciated our continued efforts to communicate professionally and clarifying the issues. We also want to state we are not just rebutting the improper actions or statements in this letter and document received from the coaches today. In fact, we are in favor of this process and are quite excited to see the volunteers on this list to bring in as new members to the Board of Directors when an official meeting is held.
The spirit of our club and volunteers has always been the pivotal strength of NWN. However, the process and inaccuracy of bylaws stated by these coaches are misleading and an unauthorized action which invalidates this process taken in last evening’s meeting.
Here are current facts and what has been stated in previous communications:
1. The letter received from this coaching group demands a special meeting under a portion of an older version of the Bylaws and the request is noted. These coaches also attempt, however, to take and demand action completely outside the authority of the Bylaws, including attempting to set the time, date and location of such a special meeting. That meeting, as suggested by the Coaches, would be outside the Bylaws, and would, as a result, be without any legal significance or effect on the Club or for any other purpose.
2. In Section 2.3, the Bylaws are clear that once the President is notified of the desire for such a special meeting, the President and the Board will set the time, date and location of such a meeting and will provide the notice of that meeting… not the coaches. The President and the Board of Directors will notify the coaches of the proper date, time and location for the requested meeting.
3. The letter from these identified coaches also misstates the facts by saying that the “last election was held in June 2006”. The Club records support the fact that in 2006, our meeting was held on April 18, 2006 at 8:00pm and not June 2006. Further, our last annual Membership Meeting was held on May 22, 2007 at Rock Pizza in Lynnwood, WA. Below is one excerpt and is an important piece we voted in during the 2007 meeting:
4. John Wagner, Past President of NWN before he resigned, initiated an oral vote and changed the bylaws on 5/22/07 as a result which carried by sufficient Member vote. So, the attempts by this Coaches’ group to indicate that (a) there have not been any revisions to the Bylaws; and (b) that the Bylaws have not been followed as to such amendments, are both incorrect and misleading. The Technical Director at that time was Chuck Sekyra and he was present at this members meeting. Please view below sections of Bylaws ratified in previous Annual Membership Meetings.
2.12.3 Voting: All elections for stated Directors positions shall be decided by plurality vote; all other questions or issues, shall be decided by majority vote of the quorum present, as provided above, except as otherwise provided by the Laws of this state.
2.12.4 Election of President and Technical/Coaching Director: The Board of Directors shall by affirmative majority vote elect the President and Technical/Coaching Director(s) of the Club. Nominations for the office of President of the Club shall be provided to the Chairman of the Board no later than January 31st in each year. Nominations for Technical/Coaching Director(s) shall be provided to the Chairman of the Board no later than January 31st in each year. Any member of the Club or a member of the Board of Directors can nominate a person for President and Technical/Coaching Director(s). The Board of Directors will meet, confer and vote upon the candidates presented to it for President and Technical/Coaching Director(s). The majority vote of the Board shall determine the person to serve as President and Technical/Coaching Director and a subsequent announcement will be provided to the Membership via e-mail or mailing of the decision. The term for a President and Technical/Coaching Director(s) shall remain at one year.
2.12.5 The Technical Director will be a non-voting member of the Board of Directors.
5. All Directors have been elected to serve on the Board in strict compliance with the Bylaws, and anyone removed as a Director was accomplished as required under the same Bylaws; all of which is supported by the Club records. The coaches’ letter which states that the Board members have not been elected according to the Bylaws is not correct on that issue either; nor is the letter correct on terms remaining.
6. The last paragraph of the Coaches’ letter is also not a proper nor a complete listing of the required make-up of the Board under the present Bylaws.
7. There are significant and multiple reasons, supported by appropriate facts and circumstances, for any delays in an annual meeting, as most of the coaches are well aware (especially those that served on the Board of Directors during this current time period in question and voted in favor of a related course of action); and those issues will be resolved as well and within a time frame when the full truth of the underlying problems can be disclosed, discussed and addressed. We have every intention to have an annual Membership Meeting for this current 15 month season. Due to the extension of this 15 month season, this complies with all 501 (c) 3 regulations WA State.
Coaches, please read this section carefully:
The continued attacks and actions of this select group of employee coaches are to be outside the proper application of the bylaws and the Laws of Washington State. Any actions taken or proposed at the unauthorized meeting on Sunday evening are contrary to the provisions of the bylaws and will not be recognized by NW Nationals.
If this identified group of employee coaches of this Club continue with this present course of action, the Board is prepared to present this dispute for judicial interpretation and resolution. For the purpose of assisting with a clearer understanding of what such a forced course of action would mean, please note that if that action becomes necessary, each one of the group of coaches will need to hire and retain an attorney to represent them in this legal action. The bylaws do not contain any provisions to have the Club pay or reimburse such coaches under the present circumstances for the costs of such legal defense.
For the purpose of resolution of this present dispute, the employee coaches are identified in this group by their voluntary collaboration and their signature on the inappropriate "action without a meeting", document dated on January 22 and January 23, 2009. Those employee coaches will have until 5:00pm, January 27, 2009 to write and deliver a confidential memo individually to the Secretary of the Board, Cathy Jackson. It needs to contain a confidential written statement that they are changing their position; are no longer a member of this group; and that they withdraw their approval of the "action without a meeting". After this period, and assuming the current situation continues, if legal action is required the persons not providing the withdrawal will need to be individually included in any legal action commenced.
Unfortunately, the manner in which these coaches have sent out numerous and unauthorized messages, these actions above are necessary. Their ability to institute changes needs to follow the process that has been established by our bylaws which we are willing to challenge.
It is our desired hope that we can work together for the betterment of this Club. We would like all of this misplaced hostility to be put behind us and to start focusing our energy around the incredibly talented youth soccer players in NW Nationals.
NW Nationals Board of Directors