☑️ Club Elections and Votes: Where is the Rest of the Story❓

: If this message does not format correctly, you can view it on our web site here.

☑️ Club Elections and Votes: Where is the Rest of the Story❓
February 19, 2021

Dear ,

On Saturday, February 13, 2021, three days after the Club’s Annual Meeting (held on Wednesday, February 10, 2021), Club Secretary Gregg Galyo sent the mass email pasted below this editorial via the ScheduleMaster™ system in which he described the outcome of voting from that Annual Meeting. Four days later, on Wednesday, February 17, 2021, Galyo distributed the official minutes of the Club’s Annual Meeting. Unfortunately, there are substantial conflicts between Galyo’s email on February 13^th and the official minutes distributed on February 17^th. These and other issues represent serious problems that adversely impact the legitimacy of the Club’s operations.

74 is Greater Than 50: First, because we have comprehensively reported in previous newsletters regarding the legality of having any vote at all because the Club has issued more shares than the Articles of Incorporation allows, we won’t delve into the substance of that issue. Our view remains unchanged that there can be no lawful effect of any vote taken when the Club claims there are more than 50 shareholders. [Read More...]

What is a Quorum?: Assuming that there were somehow 74 eligible voters, a minimum of 38 voters would constitute a quorum. This would mean that at least 38 eligible voters must be present in order for any vote to begin taking place. Most meetings conducted under proper parliamentary procedures begin with some form of “roll call” to determine who is present and if their number is sufficient to establish a quorum. [Read More...]

The Club’s By-Laws Specifically Establish Quorum Requirements: Article I prescribes that “it shall be necessary that stockholders, representing in person or by proxy, consisting of a majority of the stockholders shall constitute a quorum.” Assuming that there were somehow 74 eligible voters, this By-Laws passage would require at least 38 eligible voters to be physically present (in person or by proxy) at the beginning of any vote through the tally of that vote. It’s not enough that a total of 38 people could be present (in person or by proxy) during the period the meeting was being held. It now seems clear there was never a quorum present. [Read More...]

The By-Laws do not Allow Email Ballots: Although the Club announced members could email their ballots to the Club, there is no provision for voting by email in the By-Laws. It is unfortunate that the Club officials misled the membership on this point, but emailed ballots are simply not valid. Unlike proxy ballots which name a proxy who must be present to record the proxy, any votes on emailed ballots cannot be recorded, much less used to establish a quorum.

The Club’s Response to Impending Lack of a Quorum: Just before the Annual Meeting began, it seems the Board took a look around and felt they may not attract a quorum because, just eight minutes before the Annual Meeting was scheduled to begin, Gregg Galyo sent an email pleading for members to vote “or we will have to do this again.” Galyo told members that, if they could not attend, they should email “ballots to PBFClub.vote@gmail.com.” [Read More...]

Who Did the Club Claim Were Eligible Voters? At the Club Meeting in January 2021, Club Treasurer Andrew Bilukha committed to distribute a list of all eligible members in advance of the meeting. Also, President Gilhooly announced his intent to send notices to all individuals who were deemed ineligible. However, it seems the Club took neither action. [Read More...]

Strange Math and Shell Games: Galyo claimed there were “20 plus” members present at the hangar, and another nine were said to be present via Zoom. This means he is claiming there were at least 29 “live” eligible participants at the hangar or via Zoom, a number that falls well short of the 38 needed for a quorum. But this shortfall is widened further by the disclosure in the official minutes that only 24 members were present at the hangar or via Zoom. [Read More...]

The Failed Amendments to the Articles of Incorporation: While the Club has claimed 100% of all 40 votes cast were for the incumbent Board, they also said there were (somehow) only 19 votes cast for the proposed amendments to the Articles of Incorporation. It is not clear if they are saying there were 19 votes in favor, or that there were 19 votes in total and some of those 19 voted against. [Read More...]

Fire, Aim, Ready! After the failure of their amendment plans, the Club’s Secretary now says they are going to “present out [sic] plan shortly for everyone’s review on why we need to change the articles.” Umm... shouldn’t that review and discussion have taken place before the Board even drafted, proposed, and voted on the changes? [Read More...]

Proper Planning and Preparation Prevents Piss Poor Performance: The Club would do well to embrace this old adage of military origin, the “Seven P’s.” This concept is even recognized by the US Air Force (for publication, they changed “Piss” to “Pitiful.”) We would certainly hope that any future plan includes use of critical thinking, a written legal opinion, with case citation, showing how it would be legal (as opposed to being yet another Club “defective corporate act” under Florida law for a corporation who has already issued more shares than authorized (a.k.a. void shares) to hold a vote to increase the number of shares... and counting those void shares as votes of approval.

Amendments Require a Majority Vote of All Eligible Voters: Article X of the Club’s Articles of Incorporation explains that all amendments to the Articles of Incorporation require not only a quorum be present, but that a majority of all eligible members (whether present or not) vote in favor. If one accepts the ridiculous argument that as many as 74 members were eligible to vote on an amendment to increase the number of eligible members to more than the existing 50, that means that at least 38 members would have to be present (or present via proxy) and vote in favor of each amendment in order for them to pass. [Read More...]

Legitimacy of the Vote Tallies: In his email three days after the Annual Meeting, Galyo suggested that about 29 members were present in person or via Zoom. The official minutes have a different story, listing 24 members as being present at the hangar or on Zoom. But with 100% of the voters allegedly in lock-step with the incumbent officers and their agenda, how is it even possible the Club ended up with only 19 votes cast for the amendments? [Read More...]

Potential Adverse Consequences: Even if many members are too preoccupied with their personal lives or disinterested in Club “politics,” it seems unlikely that the improper structure, function, and governance of the Club will continue indefinitely without some form of external adverse action. At any time, the proverbial shoe could easily drop upon the Club due to issues completely unrelated to voting. [Read More...]

Does Anyone Even Care? In closing, we also have to keep in mind the increasing percentage of a new class of voters within the Club: Those who didn’t capitalize the Club with $1,700 of their hard-earned money, but instead joined “on the cheap” with a vested interest in the Club of only $1.00. It is reasonable to conclude that some, most, or even all of these new members could care less about the Club’s long-term interests. Why should they care? [Read More...]

Vote of Confidence? We also note the Board included the following statement after claiming to have been re-elected with 40 votes: “We thanked everyone for their vote in confidence.” It seems rather arrogant to be assigning motives to voters like that (especially since they seem to have no clue why their proposed amendments failed). They were the only people on the ballot and their only claim is to have been re-elected by a razor thin quorum with real questions about circumstances and legitimacy of the election itself, and they want to claim it was a vote of confidence? [Read More...]

Who Is The Club Today? With no one left in the Club who has a vested interest in the long-term success of the Club, why would anyone bother voting at all? Why would anyone bother washing airplanes or helping out? It’s just a rental place, right? This is where this leadership has taken the Club, so this is certainly a fair question to ask. Again, not trying to be cynical. Sadly, if nobody has a vested interest and no one cares enough to stand up, even this basic question will probably never be asked, much less answered. But it might still be a good idea for the leadership to give it some serious thought and take affirmative steps to correct problems rather than attack others and deny the problems exist.

From: Gregory Galyo
Sent: Sat, Feb 13, 2021 10:48 pm
Subject: 2021 Election of Board Members

Dear Pompano Beach Flying Club Members,

We held our annual corporation meeting at our hanger and via zoom at 6pm on 10 February. We had 20 plus members show at the hanger and another 9 online.

Thank you to all members who submitted their votes in person or online.
We currently have 74 active members and a quorum of 37 was required to vote to elect new board members. No one submitted their names to run for election and we received 40 votes to reelect the current board.

We like to thank Ara Yanikian, Ronald Ziller and Timothy Morick who were impartial members who took the time to count the votes.

The board received 40 votes for each member:
Gregory Gilhooly
Tor Holm
Andrew Bilukha
Gregory Galyo
Gregory Worley

As we said before, the board ran as a unified slate; it has been an honor and a privilege to serve the club this past year, and we will continue that service for another term, making improvements to our club.

We will continue to put maintenance and safety on the forefront, and we are planning to continue to make strides towards improving interior of the planes.

Unfortunately, we only received 19 votes to amend the articles. We are discussing a plan forward and will advise shortly. Maybe we clearly didn’t express the changes we were trying to make. Additionally, there could be confusing that the proxy for the ballot would allow us to count the vote for the article change, it did not.

We will present out plan shortly for everyone’s review on why we need to change the articles.

Sincerely,
Gregg Galyo
PBFC, Secretary

Below are some quick links to the main areas of our web site.

This email was sent to , {email}, because you are or have been affiliated with the Pompano Beach Flying Club. If you want to be removed from updates about this web site, click here. To edit your subscription information click here.