Our previous newsletter focused on the origin of the Club’s lawsuit against former Treasurer, Carl L. Kennedy II. The supportive feedback we received following that newsletter suggested the need for a closer examination of the conduct and policy compliance of these new Club leaders. Examination of their campaigns, election, and compliance with election procedures is a logical starting point, so that is where we begin.
An entirely new Board of Directors was elected on February 12, 2020. This is the first time in over 40 years that an entirely new Board was elected without a single incumbent returning. During these new Board members’ election campaign, the membership was told that a “shakeup is desperately necessary to move forward.” The new guys claimed they would improve transparency, accountability, and communications. But, within three months, two of them had resigned. As the Board continues to change, it is perhaps the best time to examine if any of these individuals have brought forth any of the improvements they promised. Beyond looking back at their campaign promises, it seems apparent that there are legitimate reasons to examine the validity of a very foundational issue – have these Board members even been compliantly and lawfully seated to their positions?
The February 12, 2020 Election: The By-Laws describe how the Board of Directors will be elected by the membership (shareholders) at the Annual Meeting (Art. II, Sec. 2). This appears to have been properly begun with the required quorum present in person or by proxy (Art. I, Sec. 2). The membership used ballots to vote their shares to elect the five new members to the Board of Directors (Art. I, Sec. 4). The newly-elected Board members adjourned momentarily in private, after which they announced to the membership meeting which Board member would hold which officer position. However, the By-Laws state that the Board is required to elect the officers at their own meeting, held “immediately after the meeting of stockholders” (Art. III, Sec. 2) and that each Board member is to have one vote (Art. II, Sec. 8). The By-Laws also describe there must be a quorum of Board members present in order for the Board to act (Art. II, Sec. 7). No Board meeting minutes were ever produced reflecting who was present, that a quorum existed, or the ballot tally for any votes for any seat. The newly elected Board members did not even provide any of this information to the membership present at the meeting. Thus, it is fair to wonder if any of these Board members were properly elected as officers. They certainly did not follow the By-Laws, so how can the Board claim those first four officers were properly elected?
Filling Mid-Term Vacancies: Due to two Board member resignations following the February 12, 2020 election, three mid-term vacancies were created and allegedly filled. The By-Laws also describe how mid-term vacancies must be filled (Art. II, Sec. 9). Among other things, the By-Laws require a “majority vote by ballot of the remaining members of the Board at a Special meeting which shall be called for that purpose.” A separate section (Art. II, Sec.6) explains that each remaining Director shall be given at least five-days advance notice of a Special meeting, and that business is exclusively limited to that “specified in such notice.” To get where we are today, five-day’s notice of two separate special meetings of the Board and four votes by ballot were required. But there is zero evidence of compliance with the election requirements in the By-Laws:
- No evidence of five-day notice of special meetings for elections.
- No evidence of the agendas for special meetings for elections.
- No evidence of any Board meeting minutes (regular or special).
- No evidence of compliance with limits on special meeting business.
- No communications of ballot counts for the alleged elections.
Thus, at this point, the membership is justified in questioning the legitimacy of the election of the entire Board and all officers. Before you begin thinking that we’re being too harsh, just remember that these new Board members came into office after claiming prior officials were “negligent,” and failed to comply with the By-Laws. And now they are spending Club money to sue one of them! Rather than constructively build membership confidence with fulfillment of their promises of accountability, they have instead demonstrated a persistent willingness to arbitrarily decide what By-Laws policies even apply to them.
The Disposition of Campaign Promises: Here’s a summary of their campaign promises and associated developments, including verbatim quotes:
- President: On February 10, 2020, when Greg Gilhooly was running for the Club’s Board, he said the prior Secretary was “negligent in his duties to inform the members of this club via of minutes of the prior meeting of club business” adding that the Board’s prior performance was “not acceptable to normal Parliamentary Procedures.” As previously noted, and below in the Secretary section, there is no evidence that Mr. Gilhooly was ever properly elected as Secretary or President according to the By-Laws or “normal Parliamentary Procedures.” Could Mr. Gilhooly now be claiming, “the Club’s By-Laws apply to thee… but not to me?”
- Recently-Former President: On January 26, 2020, when Ara Yanikian was running for the Club’s Board, he said he “[recognized] the need for accountability and transparency, and notably trust in Board Officers.” Although he received 37 member’s votes, more votes to the Board than any other candidate, after only one month in office, he resigned. Just four days after presiding over his first regular membership meeting, he unexpectedly informed the membership in an email that, “I don’t believe that I’m effective any longer in my position, and stepping down is in the best interests for this Club.” It seems unlikely the membership has been told the full truth behind his decision to resign.
- Vice-President: On January 13, 2020, when Tor Holm was running for the Club’s Board, he said he “[believed] in transparency and accountability and hard work and will make sure that I do whatever possible to serve this club and its members the absolute best way.” Unfortunately, Mr. Holm has been silent regarding the new Board’s lack of transparency and accountability, as well as their deviations from the By-Laws, making him complicit in the problem.
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Secretary: On February, 11, 2020, Gregg Galyo was on ballot for Club’s Board election the next day. That was when he suddenly withdrew in a mass email he sent to the membership… citing alleged “personal risk” arising from “the club financials.” He said he “would reconsider if the club decides to first complete an official audit and reconvene after the results to vote.” Despite this clear statement of unwillingness to serve, just a month later (after Ara Yanikian resigned and the Board allegedly voted to elect then-Secretary Greg Gilhooly to become President), the Board allegedly voted to elect Mr. Galyo to the Board. Then they allegedly voted to make him Secretary. Unless there was some official audit the new guys kept a total secret for that one month, it seems Mr. Galyo miraculously got over his demand for an “official audit” rather quickly.
The By-Laws are clear as to the specific procedures that should have been followed in the election of Mr. Galyo and Mr. Gilhooly. Article II, Section 9 of the Club’s By-Laws requires that mid-term vacancies “shall be filled without undue delay by a majority vote by ballot of the remaining members of the Board at a Special meeting which shall be called for that purpose.”
However, the Club has never distributed any minutes of the required special meeting. Completely missing is any record of the results of the three sequentially-required ballots (electing Gaylo to the Board, electing Gilhooly from Secretary to President, then electing Gaylo to fill the Secretary vacancy). The only known mention of these changes is a document Mr. Gilhooly attached to a March 26, 2020 “PBFC Mid March Up Date” email. In that document, Mr. Gilhooly made the after-the-fact claim that “the Board held an emergency meeting to reorganize and appointed Greg Gilhooly from the Secretary position into the role of President. The Board then appointed member Greg Galyo to fill the remaining term of the vacated seat and asked him to serve as the Club Secretary.”
The notification date for any special meeting, the meeting date, and stated agenda for this alleged “emergency meeting” of the Board has never been disclosed. Furthermore, there are no provisions in the By-Laws for any “emergency meeting.” In order to legally fill officer vacancies, the By-Laws obligate the Board to hold a “Special” meeting with at least five-days advance notice and with a limited agenda. In any event, no meeting minutes have ever been distributed reflecting fulfillment of the By-Laws requirement for three sequential votes using ballots in order for the elections to be legal.
- Treasurer: On February 9, 2020, when Andrew Bilukha was running for the Club’s Board, he advocated that the Board should be required to present any major changes to the membership for a vote. He added that a two-thirds vote of the membership should be required before enacting changes to “any vital structure of the Club.” There certainly have been some major changes to the vital structure of the Club, but none have been subject to, or approved by, a two-thirds majority vote of the membership, and there is no evidence that Mr. Bilukha has ever proposed any amendments to the By-Laws to enact his agenda.
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Recently-Former Director: On February 6, 2020, when Robert Breeden was running for the Club’s Board, he laid out a comprehensive agenda advocating transparency, “ensuring that the Board is listening to the membership and providing complete openness to the shareholders as it relates to operations of the Club. You should not learn after the fact at a Club meeting that your Board has bought or sold Club planes. My goal would be to promote an environment where the shareholders feel ownership of the Club and believe that they have a real voice in the operational actions of the Club.” He was elected to the Board, but not subsequently elected as an officer, and assumed the role of Board member or “Director.”
However, three months after his February 2020 election, on May 13, 2020, Mr. Breeden also resigned. The membership was not informed of his resignation until after the Board claimed to have already elected a successor without any evidence of compliance with the By-Laws.
No evidence of:
- The required five-day notice of a special meeting for an election.
- The agenda for the required special meeting for an election.
- Minutes for the required special meeting for the election.
- The Board limiting itself to the agenda for the required special meeting.
- Communication of any ballot counts for the alleged elections.
- The Board’s limited communication indicate no properly convened special meeting could have occurred.
- In short, there is no evidence this required special meeting occurred at all.
It is conspicuous to note that, although the membership had not been informed of any pending vacancies, Mr. Breeden’s successor was apparently present at this Board-only gathering where Mr. Breeden resigned, a gathering that apparently occurred just before the regular membership meeting. The successor was immediately installed moments before commencing the regular membership meeting, again without any records or even a claim of actual election, with or without ballots.
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Director: Announcement of the impending departure of Mr. Breeden was apparently only disclosed outside the Board to one member: Greg Worley. What remains to be explained is how Mr. Worley was present at a Board-only gathering. In any event, the By-Laws requires a mid-term vacancy to be filled at a special meeting of the Board. Who received the five-days advance notice? Who received minutes of this required special meeting? Where is the record of the required vote and ballots? Based on the evidence, it seems impossible that a special meeting was ever convened in accordance with the By-Laws to fill this mid-term vacancy.
The only trace of Mr. Worley’s addition to the Board is in the Membership Meeting minutes for May 13, 2020, which state only that Bob Breeden resigned during a Board-only gathering with no stated agenda that apparently occurred just before the regular membership meeting. The Membership Meeting minutes state the Board then “accepted Gregory [Worley’s] nomination.” Beyond the suspicious fact that Mr. Worley was apparently present in the no-notice Board-only gathering, “nomination” is definitely not the same as “election.” The Club therefore has never even bothered to claim that Mr. Worley was elected to the Board of Directors. They just claimed he was “nominated” at some no-notice off-the-record Board gathering, as if that satisfies the process for democratic election within the By-Laws.
Also, the past practice of the Club is to use the generic term of “Director” to mean the remaining Board member other than the four officers. So even if Mr. Worley was elected to the Board on May 13, 2020, he only held the role of “Director” or “Board member.” Mr. Worley was not elected with a title beyond “Director,” and was certainly never bestowed with the title of “Director of Operations,” a title he now claims as his own. Additionally, there is no such position established or defined anywhere in the Club’s governing documents.
All of this raises the important question:
“Do any of the current leaders have any legal claim to be in their current positions?”
If the current administration had not gone to such great effort to tarnish the reputation of everyone who came before them as being negligent and incompetent regarding policy compliance, one might be more tolerant of the complete lack of meeting minutes, ballots, records, and policy compliance of electing the current Club officers as a simple oversight. If they had not claimed that they would conduct themselves according to Robert’s Rules of Order (the “normal Parliamentary Procedures” that candidate Gilhooly championed), one might consider cutting them some slack. After all, the Club has always been run informally as a friendly social club. But these new leaders were extremely vocal about the need for rigid compliance with all rules before they were elected. Now they are suing a former officer in Broward County Court – at untold expense to the membership – implying allegations of prior policy violations. So it would stand to reason that they should be rightfully held accountable for their own policy violations.
Transparency. Accountability. Communication. The Club’s leaders should be forthright in addressing the legitimacy of their claims to be in office, as well as the legitimacy of any decisions they have made, to include communication of the undisclosed and open-ended expenses arising from the current lawsuit against a former officer. The membership should have a democratic voice and vote as to how this Club is being run. Club leaders should be accountable to the membership. Club business should be transparent to the membership. Those were the promises. Where is the fulfillment?