Dear Current or Former Member,
The Annual Meeting of the Pompano Beach Flying Club (legal name: Pompano Senior Squadron Flying Club, Inc.) is only a week away and will be held on Wednesday, February 10, 2021 at 6:00 PM (18:00). There will be shareholder voting recorded at this meeting, so it is vital that you participate. In part due to the COVID-19 pandemic, the Club apparently intends to allow participation not only by physical attendance at the hangar, but also via Zoom conference, and has also suggested that shareholders can just “drop off” their ballots at the hangar.
Before going any further, we believe that the Club’s governing documents support the conclusion you are a shareholder of some kind (though it is possible your share is legally “void”) if you are in any of the three following categories, and are therefore entitled to cast a ballot directly or via proxy:
- You are a current member in good standing because the Club deems you to own a share because you paid the $1,700 refundable Membership Fee or, if you joined since May 2020, you paid the $499 “non-refundable” Membership Fee and $1.00 for a share.
- You are a current member, but may be “suspended” or are otherwise unsure of your status. Still, you know the Club has never refunded to you either your $1,700 Membership Fee (in total) or the $1.00 you paid for a share of stock.
- You are a former member who is still due any balance of your $1,700 Membership Fee or, if you joined after May 2020, you are still due the $1.00 you paid for a share of stock.
Even if you are uncertain about your membership status, but you are certain that you tendered the $1,700 Membership Fee when you joined and that Membership Fee was never fully refunded, you should cast a vote in this Board election and on the two pending referendums. If the Club denies your voting right, documentation of that denial of your right to vote will be an important piece of evidence if you or somebody else pursues corrective action.
Download Your Ballot/Proxy Forms and Vote: We have prepared a single PDF of two ballot/proxy forms that you can download, complete, sign, and print (or email) to have your voice heard. Write in your name or the name(s) of any other member(s) you believe will responsibly manage Club affairs. If you can make a few calls to your friends in the Club, you should be able to find some who will altruistically serve the community of the Club if elected. If they are willing, be sure to let the Club know they are running so the Club can broadcast their name. If you want to learn more about our voting recommendations and rationale, why YOU have a voting right, and why YOUR vote is of vital importance to the Club,
Vote OUT all incumbent Club Board members: The current Club Board has deviated significantly from their campaign promises a year ago. There has been less “transparency” and less “membership involvement in the important decisions.” It was their actions that dramatically increased the cost of maintenance, and they have also intentionally concealed the basis for massive legal and accounting spending. Club officials refuse to disclose or answer ANY questions about the legal and accounting expenses, nor have they reported any objectives or outcomes of these expenses. They consistently violate Club policy with impunity. Finally, they and their appointees have advocated a dangerous culture that circumvents proper maintenance and safety policies. In short, it’s time to “drain the swamp,” to use the Club’s limited resources wisely for the good of all.
Vote NO on both amendments to the Article of Incorporation: We previously wrote about this subject, the current Club leaders’ advocacy of “band-aids” that purport to fix one thing, but actually create more problems and even threatens the very existence of the club. The proposed amendments before you were drafted in haste while failing to address other modifications that should have been considered. If passed, these amendments could make things worse for the membership, and yet the Club officials have not explained what will happen if they are rejected. And, since they purport that nothing will change, why are these amendments even necessary right now? We therefore encourage the membership to vote NO on the proposed amendments to the Club’s Articles of Incorporation.
The By-Laws Say You Own a Share Until the Club Returns Your Membership Fee: The By-Laws explicitly establishes that any former member who has not been fully refunded their Membership Fee is still a shareholder since return of the Membership Fee to the former member is mandatory before the share is deemed to be returned to the Club:
“When a Club member resigns and his membership fee is returned, the share of Stock will be deemed to have been returned to the Corporation.”
([Underline added] See By-Laws, Article V).
Necessary and Sufficient: This is a classic example of the fundamental logic/legal concept of “necessary and sufficient” where one statement must be true in order for the other to be true. In this case, the Article V passage above means both conjunctive and necessary acts – before the comma – must be true in order for the sufficient act – after the comma – to become true. If both of the prerequisite events did not occur, any member who resigned from the Club but did not receive their full $1,700 Membership Fee refund remains a shareholder. Here are two statements of the relationship. Both statements are true:
- IF a member resigns AND the Club refunds, THEN the share is returned to the Club
- The share is ONLY returned to the Club IF a member resigns AND the Club refunds.
Only 50 Shares Allowed: It is also relevant to note the Articles of Incorporation legally limit the number of outstanding shares to 50:
“The maximum number of shares of stock that this corporation is authorized to have outstanding at any time is fifty…”
([Underline added] See Articles of Incorporation, Article III).
Questionable Legality and Enforceability of Defective Corporate Acts:
- They Must Resolve Voting Eligibility Issues First: We strongly believe that, before the shareholders in the Club vote on anything, Club first needs to address the elephant in the room, that being the Board has issued more shares than are authorized in the Articles of Incorporation. The Articles of Incorporation limits the Club to 50 shareholders, but who will be the lucky 50 shareholders who will be allowed to vote? How is that even to be lawfully determined? To proceed with any shareholder votes without first resolving this problem would reflect the Club taking one or more defective corporate acts, exposing the Club to liability and, more importantly, would nullify the legitimacy of any shareholder vote that accounted for shares or votes cast by members holding those shares when they are legally “void.”
- Defective Corporate Acts: Because the current Club officials have decided to never again return Membership Fees when a member leaves the Club, but have also enrolled new members (shareholders) to join the Club, thus facilitating the issuance of more shares than the Articles of Incorporation authorizes. Any such excess shares (above 50) are legally “void” or “voidable,” and any vote taken that counts such “void” share(s) would be a “defective corporate act” for which there seems to be no lawful remedy in the State of Florida.
- They Will Probably Count Whatever Ballots They Want: On one hand, the Club should never be counting more than 50 ballots, no matter what is being voted on, since the Articles of Incorporation allow only 50 shares to be legally issued. However, since the Club has issued more than 50 shares, any decision regarding which 50 shares shall be counted is a controversial and complex issue. Some of the lawful shareholders were never notified about the upcoming votes at all because they withdrew but never received refund of their $1,700 Membership Fee. Because common sense and fairness is in short supply with the current Board, and they will probably just keep their head in the sand and only count whichever ballots they please, however many that may be, and give preference to the ballots from members they like, all of which will only demonstrates corrupt intent, inviting yet more legal action.
Quorum Required: The By-Laws require that a quorum must be present to commence a meeting in order to conduct any shareholder vote: “At all meetings of stockholders… it shall be necessary that stockholders, representing in person or by proxy, consisting of a majority of the stockholders shall constitute a quorum.” ([Underline added] See By-Laws Article I, Section 2).
Additionally, even though it would be a defective corporate act to do so, the effect of a shareholder count above 50 is that it increases the number of shareholders necessary to meet the quorum. Even though it is obviously “not acceptable to normal Parliamentary Procedures” for the Club to conduct business and allow shareholder voting at any meeting without a quorum present, President Gilhooly apparently intends to abandon the Parliamentary Procedure principles he espoused when running for office so as to rationalize conducting a vote that he knows to be improper. This is supported by Gilhooly’s comments at the January meeting – now confirmed by the Club broadcasting – that members may vote by mail, email, hand deliver “drop off,” and Zoom, and the Club will just tally the votes up at the end of the day.
Their Fix is to “Launder” all the Void Shares to try to Make Them Legitimate: Club officials know they are not in compliance with the 50-shareholder limit. Worse, they intentionally continued to issue even more excess/void shares above the 50 authorized by the Club’s highest governing document, the Articles of Incorporation. The unbelievable “remedy” they propose is to have a referendum to increase the number of “eligible” shareholders by counting even the “void” shareholders in the vote to make themselves “eligible.”
Counting Votes From Void Shareholders at the Expense of Valid Shareholders: It seems Club officials plan to count votes from members holding “Void” shares while excluding votes from former members who still hold “Valid” shares (because the Club never returned their Membership Fee). It is entirely possible that the number of “Valid” voters denied their voting right exceeds the number of “Void” voters whose ballots/proxies will be accepted and counted so as to tip the balance away from equity and toward an illegitimate outcome.
Allowing Illegal Aliens to Vote on Their Own Citizenship: We do not believe it is legal to count the Void ballots of “illegal aliens” in a ballot measure to amend the Articles of Incorporation that would instantly turn those “illegal aliens” into “citizens” entitled to vote in the future. Worse, we are troubled by the selective exclusion of what should be Valid ballots from unrefunded former members. This situation is perhaps the perfect example of a defective corporate act.
Cast Your Vote: We encourage all shareholders, whether their shares are ultimately determined to be Valid or Void, to vote against the proposed amendments to the Articles of Incorporation. This problem needs to be better studied and then remedied in a fair, proper, and legal manner that does not imperil the legal existence of the Club itself.
YOUR Vote and/or Candidacy is Even More Important:Your vote and/or candidacy carries weight beyond all of the above. Contested elections are a key marker that identifies the presence of a true democracy, as is the strong participation of the electorate to fulfill their civic duty to the society. If you cast a vote in person or by proxy and the current Club leaders undemocratically or illegally deny your voting right or even your candidacy, your attempt to vote or run for office will still stand as an important factor that can never be discounted. It will always be one of many stones laid in sincere hope of a new foundation for moral, ethical, and legal Club function going forward.
Conclusion
Even though there may well be legal challenges as to eligibility of some individuals to vote on any matter properly before a shareholder meeting, we believe it would be a mistake not to vote. You have to play to win. So:
- Download the ballot/proxy forms HERE.
- Write in any new member you want to see elected to the Board (or yourself).
- Please cast five votes against the incumbent Board.
- There may be last-minute candidate announcements, so don’t send it too early.
- Make sure you identify a trustworthy member who will act as your proxy.
- We also recommend voting against the amendments to the Articles of Incorporation.
- After you complete and sign both ballot/proxy forms, email them to PBFClub.vote@gmail.com.
- Make sure to “Cc” at least your designated Proxy to establish your timely submission.
- Ask your designated Proxy to print your email and your ballots to bring to the meeting if that’s how you choose to cast your vote.
As we have previously expressed, we think it is high time for the membership to stand strong to execute a course correction away from the wasteful and hostile excesses of the current administration. If you do not make a strong vote to change course and remove all the incumbents (and their expensive attorney), the Club will continue to suffer the loss of thousands of dollars each month that could have been used to ensure the honorable treatment of all members – current and former – as well as the general betterment of the Club.