January 2021 Club Meeting Recap

January 23, 2021

Our November 25, 2020 newsletter reported on the November 11, 2020 Club Meeting, providing important information that Club officials were either overlooking or intentionally withholding. The first Club Meeting of the new year was held on January 13, 2021 via Zoom conference, with minutes distributed the next day. However, those minutes omitted many subjects and reference to critical commentary from members at the meeting, and were cryptic on other subjects.

In this newsletter, we will report on the eight main topics discussed:

Serious risks to the Club due to “defective corporate acts.”
Discrepancies in membership count and undocumented membership classes.
Presidential decree, without Board vote, regarding corporate valuation.
Irregularities and incompleteness of the Treasurer’s report.
More attempts to disqualify and erase loans and liens from the Club’s books.
The predictable consequence of committing to a party when few had signed up.
Pending change to ScheduleMaster™ that could ban you from flying.
Maintenance issues causing unnecessary safety risks and operational inconvenience.

1. Proposed Amendment to Articles of Incorporation Would be a “Defective Corporate Act.”

The Paradox of Amending the Club’s Articles of Incorporation: Article III of the Articles of Incorporation establishes a hard maximum of 50 member shares that may be issued. The current Board is well aware of this limitation and the fact it has been on the books for fifty years. Thus, we cannot escape noting the strange timing of a sudden move to amend the Articles of Incorporation at the same meeting where a new Board is to be elected. The current Board has continued to actively recruit new members and issue an increasing number of excess shares despite the fact that, each share above 50 are “void or voidable” shares because they were issued by a “defective corporate act.” Instead of checking and managing the Club’s roster to ensure that there were no more than 50 shareholders before trying to amend the Articles of Incorporation, they kept issuing more shares, shares that are legally void, placing the Club in a condition where it is unlawful for them to conduct any votes at all.

The Board’s Hasty Amendment: During the Club’s Board meeting on Wednesday, January 13, 2021, the Board unanimously passed a motion to submit a proposed amendment to the Club’s Articles of Incorporation to the membership for a vote at the February Annual Meeting. In spite of the Board’s seemingly simple action, this matter creates a complex paradox for the membership that does not lend itself to hasty applications of band-aids. Any amendment to the Articles of Incorporation should not be handled in the same haphazard manner this Board has handled almost all other Club policy matters. Rather, modifying the highest corporate document upon which all subordinate documents must adhere should be the subject of considerable research, qualified legal assessment and recommendation, and membership education and discussion. Many of the problems in Club governance are clearly the result of a series of uncoordinated and incomplete changes over the course of the Club’s 50-year history (including three revisions to the Operational Rules in 2020 alone). Some of those revisions may have been well-intentioned, but the officials making many changes obviously lacked the experience, qualification, and proper care to be making them. Due diligence is mandatory, but has evidently been in short supply over history. The current proposed changes to the Articles of Incorporation are more of the same. The membership should compel the Club to pause so as to not “solve” one problem while creating four more in the process.

A Defective Corporate Act: Regardless of the substance of any proposed amendments, if the Board crams this proposed amendment through and “the membership” ratifies it, the legality of the Club’s existence itself is placed in peril. This will be true because the Club will have taken what is legally defined as a “defective corporate act” or a “void or voidable act.” Texas and Delaware have specific (but cumbersome) procedures to recover from a “defective corporate act,” such as allowing more shareholders to vote than the number of shares authorized in the Articles of Incorporation. Florida does not have such specific recovery methods, which is another way to say that the legal existence of this Club is threatened by the actions of the current Board.

Amendments Require Careful Consideration: The Club’s Articles of Incorporation were adopted in 1970 and are the “supreme law” within the Club (the By-Laws are subordinate to the Articles). But the Articles were never amended. Consideration of amendments is certainly long overdue, but the Club’s current operation means that proper amendment of the Articles of Incorporation will require substantial prerequisite research and outside written legal opinions, diligent assessment and documentation of unintended consequences, opportunity for substantive membership discussion, and a carefully-planned ratification vote.

Allowing Ineligible Voters to Self-Authorize their Eligibility: One fundamental problem is that, at the January 13, 2021 Club Membership Meeting, the Treasurer stated the Club had 58 “active members” and 20 “suspended members.” Setting aside – for the moment – the fact that neither the Articles of Incorporation or By-Laws establish classifications of membership like “active” or “suspended,” the Treasurer said that 58 individuals are currently paying monthly dues and flying Club aircraft. This is a serious problem for the Club today because the Articles of Incorporation explicitly limits membership to 50 members. The Board adopted a motion to amend, to eliminate the limit of 50 (in a troubling manner, which we’ll get to in a moment), and they now intend to allow at least 58 people to vote to ratify the amendment to eliminate that limit. An analogy would be allowing non-citizens to vote on a constitutional amendment that would make them all citizens. It’s definitely a “chicken or egg” paradox that puts the cart before the horse.

The Membership is Entitled to Expert Advice: Considering the legal peril and liability that the Club would almost certainly face by rushing this through, it seems to us that, before developing and voting upon any amendments intended to increase the number of people who can legally be members of the Club, the membership is entitled to the benefit of competent independent advice as to how to legally reconcile this paradox and move forward, if that is even possible, given the margin by which the Club is currently in excess of its members.

The membership is entitled to unfiltered advice from a truly independent and experienced attorney with no current or previous involvement with the Club. The membership should nominate and elect a special committee made up of regular members (not Club officers or officials) to search for, identify, and then work with a new attorney to research and report on options to resolve the matter. While this is definitely an issue that needs to be resolved, we cannot see any urgency to the matter, and there is a clear and present danger in rushing it. Even if there is undisclosed pending enforcement action by the State of Florida for violating limits in the Articles of Incorporation, or the Club’s insurance company discovered the same, or one or more members sued the Club for this reason, it seems unlikely that anyone would fault the Club from approaching corrective action with serious due diligence rather than trying to apply hastily-proposed band-aids.

Adverse Impact of Allowing Void Shareholders to Elect Board: Apart from the desire to amend the current Articles of Incorporation membership limit, the limit of 50 has implications as to all manner of voting on Club matters, including electing members to the Board of Directors. It raises questions as to who among the 58 supposed members possess non-void shares and are eligible to run for office, and if any of the 20 “suspended” members can run. Beyond candidate eligibility, it raises questions as to who among the 58 or 78 supposed members is eligible to vote in that election. Complicating matters further is the issue of “quorum” requirements. With a limit of 50 members, 26 members voting would constitute a quorum for voting on Board members or any issue properly before the membership. If the current Board has “stacked the deck” with a bunch of new members above 50 (for example to claim there are 58 “active” members), it becomes easier to reach 26 members since there are eight new people who don’t know any better and are essentially beholden to the current Board for their very existence. However, if it was somehow permissible to have 58 “active” members, it would take 30 members to form a majority.

Major Flaws in Announced Voting Procedures: During the Board portion of the meeting on January 13, 2021, Treasurer Andrew Bilukha said that the Annual Meeting would be held in the hangar, with tables and seating arranged for social distancing and a place to drop off ballots. Club President Gilhooly said that Ara Yanikian and Ron Ziller would be official tellers for the election, saying, “I think that’s fair by anybody’s standards.” He went on to say that members could vote by email or come to the hangar and, “at the end of the night we’ll count the votes up.” Later during the Membership portion of the meeting, Gilhooly said, “We’ll have a Zoom meeting and we’ll be at the hangar, so you can vote by Zoom meeting with an email or you can come to the hangar and cast your ballot there.” Mr. Gilhooly claimed that Ara Yanikian and Ron Ziller are “unimpeachable” neutrals who can be relied upon to count the ballots, but they are not neutrals at all. One obvious problem is that they were appointed by an incumbent candidate President. Beyond that, Mr. Yanikian already holds two official positions within the Club, and both were approved by the Board, all of whom are running for re-election. Additionally, during discussion at the November Club meeting, it was suggested that Mr. Ziller may not be a Club member any longer. Even if Ziller is still a member, he also has held a Club appointed position until recently and he also has a financial motive that creates a conflict of interest. He owns an aircraft that is leased to the Club, generating personal cash flow that he certainly would not want to jeopardize. If the President and Board lack the good sense to recognize the poor optics at play here, Yanikian and Ziller would be wise to recuse themselves from handling ballots or playing any part in this election. Beyond these issues, the announced voting procedures are also problematic for several reasons:

Quorum Issues: In order to begin a meeting to conduct business and vote, a quorum of members must actually be present or be represented by a proxy ballot or statement (see By-Laws, Article I, Section 2). The option of using Zoom for an online meeting is a reasonable accommodation considering the current environment, but the fact remains that a quorum needs to be present (physically, via Zoom, or by proxy) to even start the meeting and during any voting. A quorum is not achieved by counting how many people dropped off ballots at some point during the day. A quorum must be present to open the meeting and begin voting or it is not a lawful election.
Eligibility Issues: During the Board portion of the January 13, 2021 meeting, President Gilhooly suggested it would be sufficient if the Club gave short notice of ineligibility: “Maybe three days prior to the election, send a notice out, ‘You’re not active and you won’t be able to vote.’” This hardly seems fair since recipients deemed ineligible would have virtually no time to challenge or correct their classification in time to vote. The most democratic method would be: ASAP, but not later than January 31, 2021, the Club should send a list of all individuals in the Club’s database with a simple notation as to whether they were eligible or not. If they were deemed ineligible, the Club’s list should explain why (e.g. dues not current, resigned, etc.). That way, all members could see who the Club claimed was eligible to vote and who was not. Anyone identified as ineligible could challenge their status, but it could also be that a member might see someone on the list who the Club claimed was eligible, but that member had cause to believe (and report) was not eligible. Those kinds of issues need to be conclusively investigated before the vote. Mr. Gilhooly’s idea of just sending a short-notice “ineligible” email is inconsistent with transparent democratic principles which should facilitate participation.
Limitation of 50 Members Eligible to Vote: We’re back to the issue of who is even allowed to run or vote if the Club is limited to 50 members (which it is until and unless the Articles of Incorporation are amended). This is the elephant in the room the Board is not addressing. Failure to address this issue exposes the Club to legal collapse of its entire house of cards in a manner that risks invalidation of the election and perhaps even the existence of the Club.

The Board Did Not Approve Proposed Amendments in Writing: The other major issue is the nature of the amendments that will supposedly be subjected to membership ratification. During the Board portion of the meeting on January 13, 2021, the Board unanimously voted to amend the Articles of Incorporation, but it does not appear they were voting on written amendments. After the vote, Greg Gilhooly said, “We’ll make those changes. I don’t think they’re significant that the people are going to go crazy over.” And then summarized “Modify those two articles, Article I and Article III.” Thus, the only amendments the Board approved (no matter how inaccurately cited) are to “Article I” and “Article III.” However, during this same meeting, it was also mentioned that Article II.B. would be amended because it mentioned the Civil Air Patrol affiliation that had supposedly been removed from Article I, but there was no mention of prior Board approval to amend Article II.B. There are at least two problems here:

There is no mention of the Civil Air Patrol affiliation in Article I, so the President’s statement that the Board was voting to amend Article I and Article III was defective, which means any vote taken upon that defect is void.
Beyond that, the Board obviously did not have actual Article number and proposed language in front of them before they voted (if they had, Gilhooly would not have repeatedly misstated they were amending Article I), so it is impossible for the membership to vote on the invalid proposed amendment approved by the Board because the Board never saw what they were voting on.

These may seem like small things, but when you’re talking about the Club’s supreme law required to be formally on file with the Florida Secretary of State, nothing good can come from hasty and haphazard revisions and defective process that may give rise to legal challenge and judicial scrutiny. With the Club actively engaged in three lawsuits since October, and with the President seeming to lay the foundation for yet another lawsuit, it seems more likely than not that any number of people would have basis to challenge the validity of these lawsuits and the standing of Club officials claiming they had any legal basis to litigate on behalf of the Club.

The Law Requires Definition of the Maximum Number of Shares, not some “Ratio”: In eliminating the limit of 50 members, the Board proposes to limit membership to 16 members per aircraft (a limit they added to the Operational Rules back in May 2020, no matter how improperly). During the Board meeting on January 13, 2021, it was stated that the amended language “will be” (indicating, again, that they were not working from a proposed written amendment) counting “16-per club-owned or leased-back airplane.” The addition of a variable 1:16 ratio to the Articles of Incorporation creates major exposure to the club for a variety of reasons, including but not limited to:

“The articles of incorporation must set forth… the number of shares… that the corporation is authorized to issue.” This is a direct quote from Florida Statute 607.0601 as applicable to all “for profit” corporations in Florida (a status which the Club’s attorney has assigned to the Club is in recent court filings). Florida law requires the Articles of Incorporation to reflect a natural number (integer of 1 or more) of authorized shares, not some ratio or formula requiring additional external data to interpret and calculate (such as the number of aircraft owned, leased, or being operated).
There is no stated requirement that club aircraft actually be operational and available for members to fly in order to be counted as the “1” in 1:16, so the Club could acquire or keep junked airplanes or other non-flying hangar queens in need of major repair or overhaul on the books as an excuse to allow more members.
There is no indication as to when or how frequently this 1:16 ratio would be measured, or if it is intended to be “live.” If it is “live,” the Club will need to continuously monitor and report the aircraft and member numbers to demonstrate constant compliance.
There is no indication as to what happens if the Club ends up with more members than the 1:16 ratio allows because they dispose of an aircraft, one is out of service, an increase in members, or all three. Which of the members must be expelled?
The notion of counting “leased-back” aircraft is not specific as to the lease being exclusive (can the owner or others fly it outside the Club?). Also, what if the Club owns an aircraft but leases or rents it to outside parties?
Finally, the Board already established this 1:16 ratio (however improperly) in their “May 12, 2020” revision to Attachment “A” in the Club’s Operational Rules. It is an example of extremely poor organization to duplicate provisions in two governing documents, especially documents that have a hierarchical relationship with each other. In this case, when the Board revised the Operational Rules in May 2020, they either intentionally disregarded or were oblivious to the fact that the “50” they changed to “1:16” was already a hard/fixed number in the Articles of Incorporation. Of course, it is possible this error could have been avoided if the previous “Attachment A” included a citation as to where this “50” came from, or maybe if all prior revisions included a summary of changes so the Board could have some hope of understanding the history of what they were changing. If this “1:16” is added to the Articles of Incorporation, how long will it be before some equally ignorant Board comes along and changes the “1:16” in “Attachment A” to “1:18” or eliminates the limit altogether, and creates a new violation of the Articles of Incorporation.

These kinds of issues cannot possibly be a complete list of the problems presented by the Club’s proposed change from a hard number in the Articles of Incorporation to a ratio, but they certainly illustrate the consequences of ill-conceived changes made in ignorant haste.

We Need New Leadership: In any case, this fiasco provides perhaps the best illustration why the Club needs to elect a new Board who is willing to seek competent advice and properly keep the membership in the loop, and give the membership a real voice on major issues before they are implemented. It’s clear that none of the current Board members saw any problem with what they passed. They spent more time at this meeting talking about new fixes to their own defective “pay as you go” system and then advocated the need for member discussion after they had already voted on changes. They simultaneously approved and proposed passage of far more consequential and ignorant changes to the Articles of Incorporation without any draft language in writing, all at breakneck speed without any call for membership input. It’s more than enough to call into question their competency, priorities, and judgement. Their performance stands in stark contrast to their campaign promises last year, which we summarized in our November 13, 2020 newsletter. While on the subject of campaign promises, we also take specific note of a significant deficiency in Andrew Bilukha’s campaign platform he sent to the membership on February 9, 2020, in which he said that a two-thirds vote of the membership should be required before enacting changes to “any vital structure of the Club.” Mr. Bilukha never attempted to enact such an approval threshold, but if there was ever a time when this kind of super-majority was needed, it should be for proposed amendments to the Articles of Incorporation.

What’s the Rush?: It seems clear that the Club’s officials have not adequately familiarized themselves with the provisions of the Articles of Incorporation and their interaction with other Club documents, so we question their hasty actions. In spite of the Article’s provisions, obvious relevance, superiority, the Club’s attorney, Edward Holodak, has actively and consistently claimed – in filings and statements – during at least two Club-related lawsuits that the By-Laws were what controlled the Club’s operation. So it’s puzzling to see the current Club officials suddenly moving the amend Articles of Incorporation, a document that has been ignored and unrecognized for decades, and has not been amendment for half a century. We feel the Board owes the membership an honest and complete explanation for their sudden interest in the Articles of Incorporation, and what pressures are being applied to them that suggest the need for a hasty patchwork amendment without what should be due diligence of the highest order. We believe nothing good for this Club will come from ratifying such haphazard changes to the Club’s highest policy and we urge members to speak up and reject all changes that are not subjected to what should be transparent due diligence in the short- and long-term interests of the Club.

2. Discrepancies in Membership Numbers and Strange New Categories of Membership

A few minutes later after introducing the intended fix to “pay as you go,” member Greg Calley asked how many members were in the Club. Back at the November 11, 2020 Club meeting, the Treasurer said the Club then had 72 dues paying members. However, at this meeting on January 13, 2021, the Treasurer replied that there were 58 “active” members and 20 “suspended” members “for different reasons.” We have no idea exactly what an “active” or “suspended” member is (these are not defined in any Club governing document) or the “different reasons” causing the Club to suspend 20 dues-paying members. The Board must know what these “different reasons” were because none of them questioned the Treasurer’s statement.

Calley went on to ask if there was a “cap” that would stop the Club from having too many members. The minutes reflect a confusing and incomplete answer caused by misuse of the word “stop,” but the subject of membership limits did come up during discussion of proposed amendments to the Club’s Articles of Incorporation.

3. The President’s One Dollar Decree

Right around the time all this financial discussion was occurring, the President blurted out that the Club share value was $1.00, an amount that had been established (however improperly) on May 13, 2020, and would be $1.00 for the rest of 2021. The President did not cite any vote by the Board to set this value at $1.00 for 2021, which is more than remarkable given the fact that, last year, he nastily lampooned the prior Board for being negligent in not properly setting the share value in a manner as he claimed they should have done. The irony is that the President just announced the that Club’s Board did the same thing in January 2021 that their predecessors had been doing for years: Without ever recording a vote, the Board just kept the prior year’s January 1^st valuation.

Irregular Notions of Corporate Value: Of course, this $1.00 valuation occurred without the Club producing any externally-audited financial reports compliant with Generally Accepted Accounting Principles (GAAP). No proof at all. Just the word of a bunch of amateur “businessmen” who ignore the fact that many businesses have debts that exceed book assets, often purposefully to prevent them from being targets of a hostile takeover. That doesn’t make the business worthless. A business that owes more than it owns, but is generating cash, is not worthless. Additionally, corporations don’t usually set their share value, especially when their Articles of Incorporation explicitly state the all shares in the corporation are to be issued “without nominal or par value.”

The Why of “No Par Value”: That legal “term of art” (“without nominal or par value”) means that the market, not the corporate Board, determines what they are willing to pay. But the Club’s Articles of Incorporation directly prohibit the Board from setting a stock price. And finally, the Club’s 50-year precedent-setting past practice is reflected in the written policy that a share of stock is only “deemed” to be issued to a member following their payment of the established “buy in” (a.k.a. Membership Fee) and that share is only worth an equal vote with other members. If there was not already a prohibition against setting a stock value and the Board set the “buy in” too high, people will not join and the Club will not retain capital, members, and participation. On the other hand, if the Board set the “buy in” too low (e.g. $1.00), they are giving shares away to new shareholders who have no financial interest in the Club at all… no concern what would happen in liquidation (except maybe a windfall).

Club Shares Have Never Had a Cash Value: After 50 years of operation, until May 13, 2020, the Club was in compliance with their Articles of Incorporation in terms of only issuing stock “without nominal or par value.” Prior to May 2020, when you joined the Club and tendered the established “consideration” (a.k.a. the Membership Fee), you were “deemed to own” a share of stock. This just meant you had one vote just like any other member. It is not part of some investment portfolio with a listing on the New York Stock Exchange. You can’t buy, sell, or trade your shares with anyone but the Club itself. The Club’s decades-long well-established past practice for withdrawing members has been that the one share you were deemed to own upon becoming a member was deemed returned to the Club as a result of the Club refunding to you the buy-in you tendered when you joined the Club (See Article V of the Club’s By-Laws.

They Can’t Plead Ignorance: The Club Board cannot credibly claim ignorance of the fact that Club stock is issued “without nominal or par value” because that clause is in the very same sentence that they now propose be amended in a manner that, whether they see it or not, effectively dilutes the value of membership in the Club by issuing more than 50 shares of stock.

“The maximum number of shares of stock that this corporation is authorized to have outstanding at any time is fifty (50) shares of common stock without nominal or par value.” (See Articles of Incorporation, Article III).

Ignorant or Just Arrogant? You Decide: Despite the clear statement negating any stock with a set value, they continue to violate this tenet with impunity either because they don’t know what it means or they don’t think anyone cares. Who knows, they may be correct that no one will stand up and oppose the Board’s plans to enjoy “success” at the expense of others, by defrauding members, former members, and lienholders.

Flushing Dues Money Down the Drain on Legal Misadventures: The Board has hired an attorney, added to already ongoing transgressions of the Articles of Incorporation, made unprecedented and selective interpretations of the By-Laws, and have adopted a fundamentally dishonorable policy toward creditors and Membership Fee refunds: “Just Say No.” No wonder they can’t get proper loans or credit from actual banks! Instead, they resort to off-the-books loans from members who are then rewarded with much-higher-than-market interest rates (an increasingly risky practice given the Club’s recent approach of pursuing means to default on its debts). This Club Board is forcing members, former members, and lienholders to sue for what they are owed. What an honorable management approach! One of the flaws in this business philosophy is that, at some point soon, the Club will have paid more in legal costs than was owed (there can be little doubt this occurred in both Membership Fee refund cases to date).

4. Irregular Financial Reporting by the Treasurer

Rather than provide financial breakdowns by month, Treasurer Andrew Bilukha’s summary combined November and December, and reported the club was about $13,000 in the red for that period. At one point during this presentation, former Treasurer Carl Kennedy noted that Bilukha’s numbers didn’t add up, so the books Bilukha presented were bad. Bilukha snapped back, essentially claiming that his books were better than no books (a direct reference to the otherwise worst-kept-secret Club lawsuit and allegations against Carl Kennedy that Greg Gilhooly repeatedly said they “weren’t going to talk about”). Kennedy pointed out that any discrepancy was cause to look at the underlying data to determine the full nature of the under- or over-reporting of income or expenses (Kennedy claimed that the Club was over-stating its liabilities). About five minutes of the meeting were wasted while supposed IT-expert Bilukha tried to display financial information on the fly. Rather than preparing and emailing “slides” of his presentation in advance to all members, he instead fumbled through various screens, perhaps trying to avoid exposing defects to the membership. Finally, the Treasurer said that his “numbers” would be sent out to the membership. He subsequently distributed to members a “Balance Sheet” dated December 31, 2020 and a “Profit and Loss” document with a date range of Jan 1, 2020 to Dec 31, 2020.

5. Loans, Liens, and Future Defendants

There was an interesting series of questions about stated debt, followed by answers and then changed answers resulting from the Treasurer’s initial characterization of “loan” debt, but then changing it to “liens” when he was challenged. Former Secretary Paul Sanchez asked why the “loan” of $46,000 was labeled as “UNVERIFIED.” Greg Gilhooly pounced on Sanchez in an extremely accusatory manner. Gilhooly’s reaction strongly suggests the Club also intends to default on this financial obligation to Mr. Sanchez unless Mr. Sanchez can produce the mortgage, promissory note, and meeting minutes validating this debt. Rising to Gilhooly’s challenge of the legitimacy of this $46,000 debt, Sanchez repeatedly said that “money changed hands.” So, it looks like the Club has its next lawsuit in their cross hairs and will follow their pattern of defaulting on obligations and keeping that dirty secret from the membership.

Thus, it’s no surprise that the minutes to this meeting are completely devoid of any mention of this discussion. It also seems more than hypocritical for Club officers to make demands from creditor members for historic meeting minutes as proof of a financial obligation when they act to ensure that the minutes of their meeting have no record of their demands. When and if litigation comes, it seems likely the President will dishonestly claim that he “can’t remember” this alleged discussion. If challenged, he will produce the minutes of this January 13, 2021 meeting that have no record of this discussion, confident that the Judge will never learn the truth (that the Secretary, Gregg Galyo, pre-emptively struck this conversation from the record). If anything, the complete lack of record about this discussion in these minutes discounts claims that the minutes from any other meeting can ever be relied upon as lack of proof about this debt or any other debt.

6. The Club’s Poorly-Attended “COVID-19” Christmas Party

During the November 2020 meeting, President Greg Gilhooly reported poor membership interest in attending the Club’s planned Christmas Party, but he forged ahead anyway to sign a contract with a guaranteed number of attendees. At the January 13, 2021 meetings, Gilhooly seemed unashamed when he disclosed that the Club had to “come up with the difference” to pay for the predictable shortfall in the contractually guaranteed attendance. During the meeting, he said the shortfall was “6 or 7” (the minutes say “6”). A shortfall of seven members would mean the Club paid out $245. Whatever the needless cost, the low attendance was the predicable result of the ill-conceived decision to ignore poor reservations and hold a mass gathering for a dinner party directly following what was one of the deepest stages of the COVID-19 pandemic in Florida. The President simply shrugged this needless expense and health risk off when he said, “we did the best we could.” Really?

Perhaps the best that could have been done would have been to heed CDC and Florida guidance, demonstrate an awareness of the COVID-19 spike in Florida, and properly interpret the poor membership interest. If nothing else, the Board should have recognized the implicit reason for the low level of Christmas party reservations and save the Club $245. This one decision alone seems emblematic of conduct by Club officials who feel free to embark upon losing propositions. It’s really adding up. They should not pretend to wonder why their own books purport to show the Club is operating in the red.

7. The $500 Grace Limit in ScheduleMaster™ is Going Away

The Club’s Treasurer, Andrew Bilukha, said that 38 members owed the club $13,008 due to a “feature” in ScheduleMaster™ that had been enacted by Bilukha. The ScheduleMaster™ system is allowing each member a “grace” amount to run up excessive balances without incurring any restriction to their flying. Bilukha is now proposing to fix his error by eliminating this $500 “grace” amount and replace it with ZERO so that members could not schedule or fly any aircraft if they owed the Club anything, even monthly dues. Bilukha said that there were 38 members who owe the club: $6,000 was owed for 30 or more days, while $7,000 was owed for less than 30 days. Even the President admitted he had taken advantage of the Bilukha’s flawed implementation by not paying his dues on time. But the President duplicitously chided another member who argued against rapid significant change, pointing out that everyone managed to pay their mortgage on time, and this should be no different.

The President ended up conceding the membership needed a few months to see this change coming, adding that discussion is warranted to see if the membership wanted to keep it the way it was. Of course, that was after the Board passed a motion to make the change effective March 1, 2021. So much for any discussion. At best, the membership appears to have been granted an undisclosed “veto” right on a policy the Board has already adopted. Additionally, we do not remember the membership ever being consulted for consent to implement “pay as you go” in the first place. The Club officials unilaterally implemented this “pay as you go” policy last year without giving it much thought and, now that they discover members owe over $13,000, they are applying patches with little time for the membership to understand the impact of the change coming.

8. The Safety Risks of Carrying Undocumented Maintenance Discrepancies

Near the end of the meeting, one member expressed frustration that there were serious maintenance discrepancies that were being “carried” (improperly undocumented and/or magnitude of deficiency unrealized), with the effect being that the Cherokee Six, N2921S, stranded him in Fort Meyers and another member got stuck in North Eleuthera Bahamas, and that he had not been reimbursed for having to drive home from Fort Meyers. Greg Gilhooly seemed to take this feedback personally.

Rather than accept the input from a member trying to make the Club function better, Gilhooly was dismissive. He did not even give credence to the events reported (saying the member “may” have had problems and the problem “may” have cost the member money) and went on to repeatedly exclaim what a great guy Ron Ziller was and how he took care of Club things (Ziller’s performance was not in question or even an issue, as far as we could tell). In the end, the member complained that his input got derailed, so it seems very unlikely that any of the Club officials were receiving the feedback signal he was sending (that there were serious and ongoing problems with documentation of aircraft maintenance impacting the reliable operation of the Club’s aircraft, and that what was ultimately wrong with N2921S posed a very serious safety issue while it was being “carried” as a minor maintenance issue in ScheduleMaster™ allowing members to keep flying the aircraft).

We also note that, although the minutes to the November 11, 2020 meeting reflect the Club’s preference that members should contact the Board or someone before making a “grounding” entry in ScheduleMaster™, the minutes did not capture the implied message delivered at that meeting, that message being members should avoid documenting discrepancies. The cumulative effect of this practice seems to have come home to roost for this member whose input seemed to fall on the deaf ears of those more interested in promoting the irrelevant topic of what a great guy Ron Ziller is.

Aviation Advocate

Several people recently forwarded to our webmaster a number of mass emails addressed to over 100 recipients from and reply-to-all to “Aviation Advocate.” We are not the author or sender of those emails nor do we know who is, but following its distribution, we have seen an increase in our web site traffic.

Knowledge is Good: Some of the reply-to-all emails we received dismissed the message as being politically-motivated. They attacked the messenger who distributed a document that is a matter of public record, so no one’s right to privacy was infringed upon. Additionally, focusing on the message rather than the messenger is much more productive. We recall similar overt character assassination directed to former Treasurer Carl Kennedy in 2019. Rather than denounce such smear tactics back then, the current regime seemed content to run their campaigns upon it. The few members denouncing this activity now might reflect on that hypocrisy and consider the glass house before throwing stones. If you’re so new to the Club that you were not a member in 2019, ask around. In any case, it seems a bit late for people to cry with double-standard selective-contempt when they almost certainly have a <Delete> key on their computer that can quickly dispose of information they find inconvenient.

Candidates Should Expect Scrutiny: When someone seeks elected office, that person’s record of performance and personal history is proper to investigate and consider. Before members can cast an informed vote, they have a right to know about any candidate’s historical performance, behavior, and character. Especially with a Club election in progress, members should welcome whatever accurate information is available, from whatever source, good or bad, after which they can evaluate that input and weigh it accordingly. We support the right to free speech, particularly during an election process, because it is a healthy, vital, and necessary function of a true democracy.

Wrap Up

We will continue to update you as events warrant, and we encourage all members (whether “active” or “suspended” or whatever) and former members who never received their Membership Fee refunds to continue to evaluate all available information about the Club’s operation, direction, proposed changes, candidates, and appointees. After all, the raison d’être for this web site is to provide exactly that kind of information using verified source documents. Still, if the membership does not make changes by electing at least some new people to the Board, it seems entirely likely this Board will perceive this “green light” to be a mandate for them to accelerate their unilateral application of unprecedented new policies and interpretations, even applying them retroactively, all at the expense of the dues-paying members and others who are owed money by the Club.

For those who have provided us feedback, we are pleased so many of you appreciate our efforts and Thank You for your kinds words.