A great deal of controversy has recently been generated amongst members of the New York Genealogical and Biographical Society (NYG&B). If the society's Board of Directors has its way, the several thousand present members will soon be disenfranchised.
The Board of Directors has proposed an amendment to the organization's by-laws that will eliminate all memberships in the Society, other than the 15 people who sit on the Board of Directors. That's right: the proposal states that there will only be fifteen members, and they alone will run the society. They will not be answerable to anyone else. Today's treasury, library, and all other assets will become the sole property of the very small genealogy society, controlled entirely by fifteen people.
As you might guess, the proposal has not been well received by present members. My e-mail inbox has been ablaze with messages and genealogy message boards have been abuzz with reactions as the details of this proposal have started to circulate.
There will be a vote on the proposed amendment at NYG&B headquarters in Manhattan on July 19th. If you want to make your voice heard, either be there in person or vote ahead of time by proxy, using the ballot you received in the mail.
I am not a member of the New York Genealogical and Biographical Society and am not able to offer much insight into the pros and cons of this proposal. However, I am aware of the controversy it has created. The destiny of the NYG&B may well depend on this decision. If you are a member, I would suggest that you familiarize yourself with both sides of this proposal.
First, you'll want to read the letter you received in the mail from NYG&B. Next, you'll want to read the complete details that the Board of Directors posted in the members-only section of the society's web site at http://www.newyorkfamilyhistory.org (click on "Members' Area" and enter your NYG&B user name and password). The web site version reportedly contains information that the letter does not include.
Next, I'd suggest that you balance this with a "second opinion." Read some of the online discussions. You might start with Dick Hillenbrand's article on " Upstate NY Genealogy Notes" at http://ny-genes.blogspot.com.
For another perspective, Roger Joslyn has given me permission to republish his comments on the proposal. Roger has been following this closely, is a long-time NYG&B member and researcher, and is very familiar with the details. Thanks to Roger for sharing the following comments:
Some of you may have been following the various discussions online (at APG, BCG, Rootsweb, etc.) concerning the recent bylaws changes proposed by the board of trustees of The New York Genealogical and Biographical Society (NYG&BS, G&B).
As a long-time and active member, I am saddened, no, I am appalled by the board's proposed changes to the bylaws.
These proposed changes include having members vote to:
- Eliminate all members of the G&B. The Society, as the new bylaws state, "shall have no members."
- Give up their right to vote for trustees, bylaws changes, and any other changes in the organization, now or any time in the future. This disenfranchisement is permanent.
- Empower a board of only fifteen trustees to remove itself from accountability in any manner, in governance or fiscally, except as mandated by law.
- Empower this board of fifteen to listen to no other voices than its own.
Some members may have voted without reading the proposed change (it was not mailed with the proxy vote and can only be seen in the members' area of the G&B's website) and others may have voted before the proposed changes were online (the mailing went out ahead of the society getting the changes online). Perhaps some members do not understand the possible far-reaching negative consequences of a positive vote.
While it is true most members of a genealogical society probably do not participate in its elections, to paraphrase one person who has posted online about this proposed bylaws change: One can chose to vote or not to vote, but not having a right to vote is another matter.
The NYG&BS has the upper hand in soliciting its proxy votes for the proposed bylaws change. They could tell their side of the story and they did so, in my opinion and experience, incorrectly.
Waddell Stillman, chair of the society's board of trustees, explained in his cover letter to the proxy ballot of June 22, 2007, that the changes in the bylaws are needed to protect the society from such dissidents who voiced a different opinion about the G&B's sale of its building: "A handful of members, acting to thwart the unanimous vote of the board of trustees and overwhelming vote of the membership, delayed the sale for months. The NY State Supreme Court felt obligated to hear these few dissenters out, long after the NY State Attorney General had endorsed the sale, because our governance system gives each individual member legal standing to object to a proposed action. In addition, of course, the buyer of our building was only too happy to keep his money while time wasted away, costing the G&B tens of thousands of dollars in foregone interest income it cannot recover" (emphasis added). The same incorrect statement was made by the outgoing chair of the board of trustees, Harry Lindh, at the society's annual meeting on 6 March of this year, and most recently by the president of the society, William P. Johns, in the Spring 2007 issue of The New York Researcher.
First, as we should all appreciate in this country, it is the legal right for members to voice opinions different from the board. Members should not be bullied, chastised, or made into scapegoats, because of differing opinions.
Second, since the NYG&BS is a not-for-profit organization, approval for the sale of its building had to be made by the Charities Bureau of the New York Attorney General's office.
Third, once the Bureau's opinion was completed, then and only then could a hearing in the New York Supreme Court be scheduled at which "interested parties" could appear and present arguments against the decision. All this is laid out in A Guide to Sales and Other Dispositions of Assets Pursuant to Not-For-Profit Corporation Law §§ 501-511 and Religious Corporations Law § 12, available online at <oag.state.ny.us/charities/forms/sales.pdf>.
According to an attorney in the Charities Bureau, there is normally a fifteen-day wait for a hearing to be scheduled after the Attorney General has approved a sale, but, as I was told, the G&B "lobbied heavily" to shorten the time. The hearing was, therefore, scheduled within a few days of the Charities Bureau's decision on the sale.
The attorney knew of no delay for "months," as the president and the chairman have stated. The Attorney General and State Supreme Court did not hear "objections from these few members over the course of several months this winter and spring," as claimed by Mr. Johns in his president's column in the latest Researcher, nor, as the president also wrote, did these persons "[succeed]...in robbing the Society of the ability to act decisively and in its best interest."
The board's insistence that the by-laws should be changed and members eliminated because of this supposed lengthy delay is, therefore, from what I have been told, based on a false premise.
The Charities Bureau attorney was also surprised that Mr. Stillman claimed in his letter that the cost of the supposed delay was "tens of thousands of dollars," which the attorney said could only be possible if the legal fees were around $10,000 an hour.
Personally, I have little confidence in a board that resorts to misrepresenting the facts. I have serious concerns about entrusting the board absolutely and without oversight in the future of the G&B, considering its fiscal track record and utter lack of proposed plans for the future. The board has only resorted to scapegoating and finger-pointing and empty statements of positive change. They have given us no reason to believe in its ability to lead.
I vote "No" to empowering this group of fifteen to have absolute power over the NYGBS. I do not believe that the board has shown itself to be worthy of such a trust.
If you have not voted, please do so now as you see fit, knowing all the facts. If you have not read the proposed bylaws changes before voting, please do so.
If you have voted and wish to change your vote, I have been advised by counsel that you can change your proxy vote. Simply download a new proxy form from the G&B's website and clearly mark on it the date and a note that this is to replace your earlier proxy vote. You can also come to the meeting at the society on 19 July and request that your proxy be destroyed and vote at the meeting.
Roger D. Joslyn, CG, FGBS, FASG
