NYG&B Proposes to Implode

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:

1. Eliminate all members of the G&B. The Society, as the new bylaws state, "shall have no members."
2. 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.
3. Empower a board of only fifteen trustees to remove itself from accountability in any manner, in governance or fiscally, except as mandated by law.
4. 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

Comments

[Walter J. Kehoe]

As a past member of the NYB&G I share Roger Roslyn’s sentiment of being appalled at the proposed by-laws revisions. The present board of directors’ audacity to propose such an, inconsiderate and divisive, by-law change to the membership of this fine institution is beyond my comprehension. Have they lost their collective minds? I would think that the present membership should insist on a cooling off period, to allow for more poignant ideas to be presented and help direct the organization back to its former state of leadership and service to the Genealogical community. This is too important an organization to let fall by the wayside. I hope there is enough support for re-establishing and restoring "Our" New York Genealogical and Biographical Society back into its position of leadership and prominence for the future sake of all our shared genealogical interests.
Walter J. Kehoe
Former Director
Plainview Family History Center

[Shirley Maul]

Can't CNN, NBC, ABC, CBS and the New York Times be informed of this power grab? Is this just another act of the greed that is destroying America and her middle class? Please send this article on to those who buy ink by the barrel and sit in our living rooms. New York media covers the country. With the right publicity, this greedy, pompous act could increase NYBG membership by the thousands instead of destroying it.

[Mary]

I am not a member of this society but I have considered joining in the past for the benefits of long-distance research. I am, however, a member of other societies and would be absolutely appalled to learn that one of them was being governed by a group of arrogant, power-hungry trustees who would collectively seek to destroy the organization with such actions. I plead with all members to vote "NO" to this proposal. And remember who these people are! I would assume that they are elected to their positions so find others to run against them and get them out. Don't forget that the assets of the Society belong to all of its members. Losing that would be disastrous!

[Margaret]

WOW! Seems contrary to all that America stands for. Maybe the withholding of dues by the newly-created "non-members" would have an effect -- or a lawsuit by a group of concerned members before the rule would take effect.

[Mary Buchholz]

Even if the present broad of directors were doing everything right, what kind of society would we have once we turn over all power to them. Member-owned not-for-profit organizations must be governed by their membership. I am a member, one that agreed the sale of the building made sence but certainly not this latest proposal.

[Michael E. Pollock]

I share the dismay of others over the actions of the NYGBS Board of Directors. Since I am not an attorney, merely someone who works closely with attorneys in forensic genealogy matters, I cannot say whether my own experiences in a similar situation years ago will prove helpful, but based upon those experiences, I would recommend a careful review of both the current by-laws of the Society and NY state law would be done in order to establish first what "warranty" is given by the Society to its members, then what remedy is available under NY law when that "warranty" is not carried out.

My understanding is that part of the "warranty" is voting to elect members of the board. If there is no "disclaimer" in the by-laws regarding the "warranty", any change in the by-laws would effectively void the member's "contract" to join the Society, though the member would have to "petition" from a refund of the "unused" portion of his/her dues, since any failure to petition for a refund would constitute implied consent of the changes in the by-law, effectively amending the "contract" for those who do not object.

With the expectation that the Directors would refuse individual requests for refunds, said individuals would then be obliged to seek remedy under NY law.

Such actions would likely have to be taken collectively, if not as a class action lawsuit since: 1)the monies to be refunded on a case by case basis would be dwarfed by the attorneys fees, court costs and other expenses, but as a collective/class action suit, the attorney and other expenses could be covered, in the event no attorney is willing to represent the group pro bono, by members agreeing to their individual shares of the refunds being applied to those costs, though seeking "damages" from the Society could also recover the attorney and other expenses; and 2)the majority of plaintiffs would live outside the jurisdiction of the Court before which the suit would have to be filed, and such individual plaintiffs would incur yet further expenses in either traveling to NY to engage counsel or finding an attorney locally who could represent said individual, i.e., would either be licensed in NY or have a reciprocity agreement with a NY attorney.

As a former member of the Society (I resigned when I lost access to the ProQuest New York Times database, since that was the only resource the Society offered me that I ever used), I know that memberships are "dynamic", but which I mean they are based upon the date a membership is received rather than a calendar or fiscal year. That would mean that this recourse would NOT be available to anyone becoming a member or renewing membership after the change takes place, and may also apply to those doing so after the announcement of the same had been made (again, the action of joining/renewing before the formal change would be an implicit approval of the change).

[Joan M. Lowry]

I am very concerned about the proposed changes, which are more far reaching than "just" doing away with the membership. All authority for the society and its future will be left in the hands of 15 people - with no oversight from any other governing body – for the balance of the society’s existence. No matter how good the board might be now – can we say with any surety that it will ALWAYS be good and that it will always want what is best for everyone?

The NYG&B board will be the only power with say-so over what happens to the collections, the publications, the endowments, public and patron access, and the society as a whole. They will be the only ones with power to appoint or remove each other - which means that the board can be stacked any way they want and any dissent easily squashed with no fear of reprisals - from either “wayward” board members or those pesky former-members. All checks and balances will be removed in what will become, for all practical purposes, a dictatorship. They will decide what we want, and when or how we get it – if we get it…

If the problem that needs to be fixed here is, indeed, mostly the expense and timing involved with mailing proxies to members and the lack of response, why are they not changing the by-laws to allow members to vote online as do many other organizations? This would allow them to eliminate the expenses for postage and labor of assembling proxy mailings. Would that not, also, do away with the expenses associated with tabulating votes? They did say in their cover letter that most members log on to the website. Why not use that resource to encourage participation - rather than disenfranchising the entire membership, even those interested and willing to be involved?

I know they said that doing away with the members would allow them to "act in a timely manner" and jump on opportunities as they arise. Do you suppose this means that if they get a good offer from someone willing to buy the collections that they might "jump on it"? Note that the proposed by-laws do not include any reference to a brick-and-mortar facility and there is no mention of maintaining a collection of materials available to be used by members (excuse me, PATRONS) and/or the public. Having sold the building, are they now setting themselves up to be able to dispose of the physical collections, which have been so lovingly and laboriously collected over the history of the society?

There have been suggestions that the NYG&B might decide to go with strictly an electronic library and thus, obviate the need for the “real” library. This would be a nearly impossibly time- and resource-consuming enterprise. It would be many years down the road before their entire collection could possibly be digitized and made available. What do we do in the meantime?

As president of a neighboring state-level genealogical society - and this is my unofficial position here - I am frustrated by the lack of participation by our members and believe that other board members are also. However, rather than seeking to disenfranchise our members so we can "do what we want" - we are trying to find ways to increase member participation.

I am amazed that anyone would give up their right to participate and to vote so easily (and vote to take away the rights of all the other members) – simply because he or she may not desire to participate in the process right now.

I would urge anyone who has not yet voted to consider that YOUR vote FOR the proposed by-laws also affects MY rights as a member. Please don’t vote to disenfranchise me – because I DO have the desire and the will to be involved in the process.

Joan M. Lowry
Member, NYG&B

[Suzanne Matson]

I am not a member of NYB&G but have had a similar and appalling experience with another organization in the past year. Whenever members who pay money to support and belong to an organization are disenfranchised and ignored, the financial support erodes and eventually disappears. With only the 15 board members as members of NYB&G there is no accountability to anyone and the destruction of the organization is inevitable. The arrogance of the respective boards of trustees is truly disgusting.

[Caryn]

I guess I'm missing something here....

What is to happen with the current treasury, the current collections of books, manuscripts and film in the Society's possession. Does this mean the Board of 15 will assume full responsibility for all of it? Since the building is being sold, where are their holdings being moved to?

Who will act as the Board's monitor when it comes to spending the monies?
When the members are disenfranchised, will the Board of 15 be the sole support (physically and monetarily) of the care needed to maintain the materials?... or do they expect the current membership to continue to carry the Society (read, Board of 15) even though they (the membership) will no longer have reason to do so?

How does the Board plan to replace current members who (for some reason or another) are no longer able to be on the Board? Also, I presume the Board plans to refund a prorated portion of members' dues?...

These are just a few finger tapping questions I hope current members would like to see answered.

[Greg Claypool]

If NYB&G proposal is successful, then they must be stripped of their not for profit tax exempt status.

[Pat]

Dick - I'm a member of both the G&B and NEHGS. I read "the letter" (but maybe not thoroughly enough) and was under the impression that the G&B was going to govern itself more on the lines of NEHGS, where the membership is not constantly being asked to vote on every little thing; I've never had a problem with its system. You're a member; what do you think?

[Dee Snook]

Dick
Thank you for addressing this subject and thanks to all of you who have posted on the different websites. I only wish that opposing views could be sent to other members of the society so they could see both sides of the story. Roger Joslyn’s post is most informative, giving us information that has been withheld from us.

Leslie Corn wrote on the APG rootsweb mailing list (http://archiver.rootsweb.com/th/index/APG/2007-07) “Over the last few years, the Society’s endowment has shrunk from about $5,000,000 to what is now probably in the low six figures. (The 2006 financials have not been posted to the website, as I gather they should have been.) Though I do not know from my own experience, I have been told that this loss was primarily due to poor investments and lack of oversight of those investments—oversight that was and is a primary fiduciary responsibility of the board.” I am also concerned about the investment loss over the last few years, especially since the market has been on a rebound. Who is watching these investments?

Much has also been written on the APG site about the ability of NEHGS to govern without “members”. What has not been written is that there is a committee that oversees the trustees of NEHGS. They are answerable to someone. The NYG&B trustees are answerable to no one but themselves. They will be autonomous. When the issue of the sale of the building came up last year, I wrote to each and every trustee in care of the NYG&B as I did not have home addresses. Not one trustee had the courtesy to respond to my letter. No, they will be accountable to no one.

Dick Hillenbrand has written ( http://ny-genes.blogspot.com/) “You will NEVER have a vote even if you passionately want to on any given matter.”

Waddell Stillman writes in his letter to the members of the NYG&B “After more than a thousand of you have dutifully mailed in your proxies, we have held obligatory on-site meetings of members, sparsely attended but required in our by-laws, at which a handful of members vote in person and the proxy count is read and the vote certified.” Yes, that may be true, that attendance is low. As Leland Meitzler writes in his blog (http://genealogyblog.com/nygbs/nygbs-proposes-changing-bylaws-to-eliminate-members-6049) “I see that a meeting has been called at the Society’s headquarters in New York, specifically to vote on the the proposed change in the bylaws and the disenfranchisement of the membership. The meeting is set for Thursday, July 19, at noon. It seems like an ideal time of the day and week for a meeting if a small attendence is to be appreciated.”

Mr. Waddell also writes that “Nonetheless the procedures themselves create a climate in which your board of trustees feels – and is – hamstrung. Board decisions made today could await months of procedure before they could be implemented.” I’ve been a member of the G&B for over 15 years. During that time, the only proxies I remember receiving, up until last year, were the ones to vote for new trustees. If the board’s hands are tied so that they can not do business without sending out proxies for us to vote on, how has this society been able to work for all these years? Are you members receiving something I’m not?

Even though the sale was approved, I’d like to know what other endeavors were made to try to save the society’s presence at the building. How many alternative venues were searched? Were requests made to major businesses and funds for help? NYC has many wealthy people who donate to charitable organizations. It seemed with the rapidity of the sale that not too many other avenues were explored.

In addition, the sad part about losing the library, if it comes to that is that the library not only houses the collection, it does more than that. The NYG&B has published several books, many of which our local genealogical library has purchased. If the library hadn't begun sponsoring the workshops eight years ago, I never would have had the opportunity to come to New York City to do research. I was fortunate enough to attend three workshops. Due to the fact that I live in Arizona, I have not been able to take advantage of the lectures and tours that are sponsored by the library, but I'm sure many of you have. This will all be lost if the library collection is sold or donated to another venue. I, like many others, have donated to this library, thinking that in case of a fire at my home, photographs of my Dutch ancestors would be safe at the G&B. Where will I now find them? There is nothing like being able to walk into a library and look at all the books. Many times you will find information that you wouldn’t have known was there, all because you could pull that book from the shelf. Yes, digitization is good and will be an additional asset, but give me a book I can hold, any old day.

In closing, please read Roger Joslyn’s entire letter in Dick Eastman’s Column (http://blog.eogn.com/eastmans_online_genealogy/2007/07/nygb-proposes-t.html) in which he states "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."
Dee Snook Phoenix, AZ

[Denise Plested]

I am a past member of the Society and have received many benefits from the NYT subscription. Otherwise, their on-line offerings have been of very little use, and I have long hoped that their site would become more like NEHGS to which I belong. I had intended to re-join before an upcoming trip home to New York, but of course have now reconsidered. Will they not miss my annual dues and those of the many that feel as I do? Without members, no dues! Are they that well endowed that they can forgo this source of income?

[Nancy Peterson]

I am one of the many members who read the mailing briefly and chucked the proxy statement because I really didn't have an opinion. After following the dialog recently here and on other lists, I downloaded the proxy statement from the member Web site. There were no instructions there on where to send it or attention of whom. Can someone reproduce the address on the original mailing envelope? Do we have any guarantee that our vote will be respected by Mr. McNeely?

[Dee Snook]

Send your proxy vote to the Society address:
NYG&B Society
122 E. 58th St
New York,NY 10022-1939
Attn: Proxy vote

[Clare McVickar Ward]

To fellow NYGBS members & the Genealogical Community at large: I am also outraged at the imperious, dictatorial and arrogant attitude of the soi-disant NYGBS BOARD of TRUSTEES. I am proud to say I am one of the "dissidents" vilified by both Lindh at the special Spring meeting and by Stillman by letter. In doing so I am basically continuing what my Rev. War ancestors fought against in 1776: the dictatorship of the few over the lives & thoughts of the many.

Lamment the destruction of a magnificent NYC research institution tho we may, let's get down to the dirty secret reason behind this realestate deal: The smart buyers are quietly assembling a large tract of prime East Side realestate piece by piece that will stretch from the west wall of the NYGBS building to Lexington Avenue. When assembled, it will be sold to the highest bidder. I firmly believe the NYGBS was "encouraged" to fail in order to implement this deal and that a small coterie of its former & present Board members will profit. Why else were the rent-paying tenant Societies booted out? Why else was no endowment sought ? This was NOT negligence & stupidity. It was deliberate malfeasance right under our noses & WE ALL were too busy to see it happening!! Clare McVickar Ward

[Dick Eastman]

This is in response to Pat's questions asking for a comparison of changes at the New England Historic Genealogical Society (NEHGS) a few years ago versus the proposed new changes in the latest announcement from NYG&B:

I cannot comment very much on NYG&B. I am not a member and have not been able to watch the various events of the past few years from a member's viewpoint. I have knowledge of bits and pieces but am not certain if my knowledge is complete. As I wrote in my article, I can only suggest that all members should obtain as much information as possible from all points of view before casting their votes. A well-informed voter is the best voter.

However, I can comment at length about NEHGS. I have been a member for about 25 years, was on the Board of Advisers when the changes were implemented and then later became an employee and member of the senior staff. However, because I am not as familiar with NYG&B, I cannot offer meaningful side-by-side comparisons.

Having said that, here are my recollections of the organizational changes made a few years ago at NEHGS:

1. First of all, the changes were controversial, as expected. The bylaws were amended to remove voting privileges from the membership at large, mostly because only a tiny fraction of the ballots were ever returned. It cost more than $8,000 for postage alone to mail the ballots to 20,000+ members plus printing costs and a significant labor cost to handle all this. I am not sure of the exact labor costs but I know they were significant.

2. I do think that NEHGS printed the entire proposal(s) on the printed letter sent to members. I don't have the letter in front of me so someone else may be able to confirm or disprove that. However, I think the NEHGS Board tried hard to give all information possible to the general membership. I remember that it was a very expensive mailing, much more than the normal $8,000 or so because they had to pay for extra postage. It was later listed in the annual report as a separate line item.

3. Unlike the NYG&B proposal, NEHGS gave voting rights to the 60 to 75 people who sit on the Board of Advisers. In turn, the Board of Advisers are the bosses of the smaller Board of Directors. The larger Board of Advisers set the operating guidelines and then the Board of Directors and the staff of employees handle the details in accordance with those guidelines. There is also a clearly-defined set of rules of how Board of Advisers members are selected, how long they serve on the Board, what privileges and responsibilities they have and more.

I believe the NYG&B proposal does not mention anything similar to a Board of Advisers.

4. There has been little change in the day-to-day governance of NEHGS because of that change except that decisions are made in a more timely manner and with less expense. I have attended several Board of Advisers' meetings, first as a member of the Board and later as a member of the staff. The meetings I attended were well run and generally short with little controversy. However, there have been a few spirited discussions as well as lots of questions asked. When governed by the general membership, nobody was ever able to ask that many questions as there was no practical method of getting 20,000 members in one meeting in one room. Doing so with the 60- to 75-person Board of Advisers meetings was easy. I always enjoyed the meetings.

The real question is: "Is the new system better?" I think that is tough to answer as there is no convenient yardstick to measure the success and/or failures. My perception is that it now works well but others may have different perceptions. I do know that the old system was awkward and inefficient by the time the society grew to more than 20,000 members.

- Dick Eastman

[Elizabeth Thomas]

Having read the proposed sale of the property, & not being a member of NYG&B, I had wondered WHAT the Board intended to do with its tremendous collection? Since I live in Washington State, and have desired to find the answers to some remaining brick walls for my New York ancestors, I thought I would be able to depend upon a bit of their help regarding information in their books.

Greed for the money on real estate sale, & deliberate ignoring members or people who would like to become members but have been hesitant to do so as I because of what we read about the board's desires seems to show me where their hearts really lie.

Just what is the creed of the famous NYG&B? I'm sure that their ancestors' spirits must truly be disappointed in their descendants who are on that now infamous board.

[Leslie Corn]

I urgently encourage all NYG&B members who haven’t yet voted to do so right away. The deadline is noon, next Thursday, July 19, and proxies must be received before then to be counted. Or please come to the meeting at 122 East 58th Street in Manhattan and vote there. Your participation is critical.

An active member, I have served on various committees over the years. Sadly, I have seen the increased insularity of the board and its apparent lack of planning for the future. Its name-calling and finger-pointing are certainly not part of a proactive and wise leadership and not one I wish to entrust, blindly, with the G&B’s governance and survival.

I have voted against giving all power over the G&B to a board of fifteen and disenfranchising myself and all other members.

I have witnessed leadership’s intolerance with and ignoring of suggestions from members and others well qualified to advise. How can this board determine, on its own, the best way for the NYGBS to meet the future of the changing world of genealogy?

Do board members even know their own library? Certainly not all of them, based on chairman Waddell Stillman’s incorrect statement in the last New York Researcher that, “Most of our Library is now duplicated online and elsewhere for free.” This is patently untrue, as is well known by those familiar with the library’s collection.

What company can survive without its leadership having knowledge of its product?

I fear that the board’s attempt to eliminate members from having a say will only lead the board into increased insularity, to the detriment of the G&B. I most sincerely hope I am wrong, but can we afford the risk of an under-informed, isolated, “because-I-say-so” leadership?

Over the last few years, the Society’s endowment has shrunk from about $5,000,000 to what is now probably in the low six figures. (The 2006 financials have not been posted to the website, as I gather they should have been.) Though I do not know from my own experience, I have been told that this loss was primarily due to poor investments and lack of oversight of those investments—oversight that was and is a primary fiduciary responsibility of the board.

In his June 22 letter to the membership, the NYGBS chairman stated, in asking for members’ votes in favor of their own disenfranchisement: “This change is similar to the one made at the New England Historic Genealogical Society years ago, and all the members, staff, and trustees we’ve heard from have heartily recommended such governance reform to the G&B.”

Both parts of that sentence give pause. Many of us are against “such governance reform.” This is known by the leadership.

Above, Dick Eastman has explained NEHGS’s governance. They have, in addition to the Board of Directors, another governing body responsible for oversight of the board. What the trustees of the G&B are proposing is to take authority away from everyone but their self-appointed and self-generating group of fifteen. Where is the oversight?

If lack of oversight led us into this crisis, how can the leaders be trusted not to take the $24,000,000 from the sale of the building and make the same mistakes again? What reasons have they given us to trust their judgment and leave them without the oversight and contributions that enfranchised members would bring? What proof have they given us over the last few years that they have any viable plans for the survival of the G&B, beyond broad, unsubstantiated statements? Why should we entrust complete control to leadership that doesn’t even know its organization’s holdings?

I, like other members, would like to see the board, as the chairman wrote, “act nimbly and grasp its future opportunities.” I wish, with all my heart, that the G&B can get back on course and thrive. So far, I’ve seen little evidence of this board’s ability to lead. Without members’ help to guide the way, I fear for the very survival of the NYGBS, its library and collection.

Whatever your stand, you need to be heard. If you haven’t already voted, please carefully review the proposed changes to the by-laws and vote TODAY. The proposed changes are available to members at http://www.newyorkfamilyhistory.org/download/pdf/bylaw_redline_707_amd_July_version.pdf

If you’ve already voted “yes” and mailed your proxy, but feel it’s the right choice to change that vote to a “no,” it’s not too late to do so.

Leslie Corn, CG, FGBS

[Leslie Corn]

I have been sent the answer given by the NYGBS’ attorney, Pamela Mann, about the procedure for anyone who wishes to submit his/her proxy through another member who will be attending the meeting on July 19. A number of people have written to say that, because the G&B is in charge of the tally and not an independent group, they would prefer that someone hand-carry their votes to the meeting.

You have two choices, if you wish to appoint someone to take your vote to the meeting:

1. Cross out George McNeeley’s name on the proxy and write in the name of the person you want to cast your vote. No need for notarization.

Or:

2. Type up your own proxy, or cut and paste the pdf version from the website, with the same wording as the one from the G&B, and insert the name of the person you designate as your “attorney and proxy.”

Either way, check whether you are “for” or “against,” sign, and print your name.

Leslie Corn, CG, FGBS

[Waddell W. Stillman]

Dear New York Genealogical & Biographical Society members and interested readers:

I write to address some of the concerns that have been voiced on this and similar blogs regarding our proposal to eliminate the voting rights of the Society’s membership. Because of our dedication to our mission, to genealogy and allied fields, and to the Society’s contributions overall, I wish to clarify some of the misconceptions that have been expressed regarding our intentions and the operation of not-for-profit organizations more generally.

As a primary matter, I respectfully observe that it is inaccurate to identify the Society as a member-“owned” organization. Neither members of the Society nor its Board have any ownership rights whatsoever with respect to the assets of the organization. We are not a social club or fraternal society. We are a charitable not-for-profit corporation and the public owns the assets of the Society. We trustees, as fiduciaries of the Society, bear responsibility for prudent and careful oversight and management of these assets, and prudent and careful oversight and management of the Society’s affairs, so that it may further its charitable mission. No member of the Society’s Board stands to personally profit in any manner through the transactions undertaken on behalf of the Society, and no member of the Society stands to lose any monies owned by him or her. To the contrary, all members will continue to have access to all of the materials and services for which they have subscribed, without any change.

The action we propose is elimination of the voting rights of the membership, and we propose this action in order to increase the efficiency of the Society’s operations so that we may use the Society’s resources directly for the pursuit of our mission. The elimination of these rights does not render the Board unaccountable. We have a fiduciary obligation to the public, and both the Attorney General of the State of New York and the federal government oversee our activities. Most not-for-profit boards operate in the way we are proposing, and our proposal reflects “best practices” thinking in the non-profit sector. Our members should expect nothing less from the Society’s Board.

We must also correct some of the many erroneous statements in the various postings concerning the events of the past year. In October of 2006, we called a membership vote to approve or reject a proposal to sell, for $24 million, the Society’s headquarters. This generous offer was opportune: the building is in disrepair and in need of renovation; the use of the Society’s headquarters has dramatically declined in recent years as the Society’s membership has turned to online sources to conduct their genealogical research; the Board was in the process of re-evaluating the Society’s role in the new, digital environment and creating proposals for new and exciting content and functionalities to be added to the Society’s webpage. And, as we are all aware, the real estate market was at an unprecedented high (from which, we note, it soon declined). The membership overwhelmingly approved the proposal to sell the building, but soon after, several members contacted the Attorney General’s office to dispute, on various grounds, the legitimacy of the vote. As a result, the Attorney General’s office opened an investigation of the matter, which it finally concluded in March of 2007, when it issued its approval of the transaction upon its determination that the Society had not acted improperly. In those five months, the Society lost tens of thousands of dollars in income it would have received from investing the proceeds of the sale, which transaction was delayed pending the investigation.

While we lament the loss of these funds, we cast no aspersions on the motivations of those few members who objected to voting procedures or to the sale of the building. The Board examined its real-estate options with great care and deliberation and determined that the sale was in the best interest of the Society. We explained our logic, and we join with everyone who will miss visiting the Society’s headquarters, but the tough-love truth is that too few members use our building to justify investment of further scarce resources into its bricks and mortar. Members who did not participate in the Board’s many hours of analysis and debate decided differently and took their conclusion to the Court, as they were entitled to do. We respect and share their passion for the future of the Society. But their actions resulted in a delay that caused fiscal harm to the Society, which we Board members - - as fiduciaries - - are duty-bound to protect. We believe that our members would expect nothing less from the Board.

One G&B member recently wrote to me about the Board’s governance change proposal: “Sir, I am of two minds. One option for the ‘handful of members’ who forced the Society into Court is to strip them of their membership and run them out of town on a rail. A second option is to buy them each a case of good Champagne for prompting the Society to shake itself out of its doldrums and do what it should have done decades ago.” I’m decidedly in the good Champagne camp, believing that organizations should learn from their experience and should act to protect themselves from fiscal harm.

Learning from this experience, we surveyed our peer organizations and came to the conclusion that while our membership is indeed a traditional part of the Society, maintaining a membership with voting rights is a vestige of an outdated corporate structure, i.e., the doldrums. Indeed, while organizing a membership meeting is a time-consuming and costly process, the voting membership always elects the slate of candidates proposed by the Board and never opposes any other action the Board has recommended to the membership. We humbly believe we are managing the Society’s affairs ably in this era of dramatic change in our field and heated debate about the future role of non-profit genealogical societies and their libraries, publications, and public programs. We have every intention of continuing to fulfill our obligations imposed by law and by our own dedication to furthering the Society’s mission and the field of genealogy overall. We greatly look forward to continuing our work with your continued trust and support.

In the meantime, we hope that all our members will either attend this Thursday’s meeting at the Society or be represented by proxy, voted yea or nay. While your Board unanimously recommends voting “yes,” we understand the views on both sides of the issue and universally respect the people who espouse those diverse opinions.

Yours sincerely,

Waddell W. Stillman
Chairman of the Board of Trustees
New York Genealogical & Biographical Society

[Maureen]

I've been a member of the NYG&B for a number of years. I've been following the topic on this blog, a couple of others, & on several mail lists. Depending on what happens, I may reconsider my membership in the future.

In response to Mr Stillman, a couple of points ---
He said: "And, as we are all aware, the real estate market was at an unprecedented high (from which, we note, it soon declined). "
In the NY Metro area, news reports are consistently saying that Manhattan is the exception to the rule, and prices continue to rise.
Another distorted truth, perhaps?

The future of the location of the Society and its collection(s) still has not been addressed. Back when the sale was proposed, supposedly the Society was going to look for another space. Whatever happened?
The statement: "the use of the Society’s headquarters has dramatically declined in recent years as the Society’s membership has turned to online sources to conduct their genealogical research ..." worries me.

And, as far as lack of member participation ....
Expense of mailings may be large, but as you say, many are turning to the internet. So, why not have on-line correspondence with members? Emails, on-line voting, etc.? This would cut down on expenses considerably.

Poor planning and scheduling probably accounts for a major part of the lack of member activity. Wasted money on unrealistic ideas. The upcoming meeting, scheduled during the day on a weekday, is a perfect example of what I think is a deliberate attempt to discourage many members from getting involved.

A series of half truths/distortions, erosion of the endowment, and various other actions do not encourage trust, which IMHO must be earned.

[Dennis Gries]

I'm not a member of the NYGBS, and have little interest in NY genealogy. However, I've been following this blog for what it represents: The attempt by a few to place the Board outside of control by the membership.

Mr. Stillman states that a membership with voting rights is a vestige of outdated corporate structure, and as a charitable non-for-profit organization the fiduciary aspects will serve to continue the responsibility to the public.

Consider the American Philatelic Society. There have been spirited competing slates of officers for elections in the past few years. This is superior to a "lock-in" Board. Consider our local county hospital. There is a public board. Consider your local school board, etc., etc. These are all public. If one, or many do not like the direction, there is the annual opportunity to bring about change.

This proposal by the Board appears to perpetually lock out any electoral involvement by your NYGBS membership and any of you who are members should preserve your American rights and vote NO, lest this be encouragement to other Boards for the same "lock-out."

[David McDonald CG]

I am gratified that Mr. Stillman has joined in the discussions in this venue. As one who posted to the APG list, I presume that those of the Board and management have seen the issues raised there by myself and others. Some brief thoughts...

Thank you for beginning to explain the problems with the Society's headquarters facility. I am sorry such explanation was not available at the time of the proxy vote last autumn. You have noted that the vote was strongly in favor of the proposal. I might add, however, that significant numbers of the members did not return the proxies at that time because of its wording--which offered no chance to vote against the proposal. The proxy for this ballot is improved on its predecessor.

We may all recall that at the time of the adoption of the federal constitution, as the various states were working on its adoption, members of the Virginia convention (notably led by Patrick Henry) objected that the proposals from Philadelphia did not include the guarantees of religious freedom and other personal liberties that they rightly presumed were theirs following on the American Revolution. Until Henry and others received assurances from James Madison and others of the conventioneers that a Bill of Rights would be appended to the document, they opposed its adoption.

In that spirit, may I suggest the following: that the Board quickly and directly assure the current voting membership that a second, broader board of visitors/regents/advisors (of approximately 50-70 members) will be formed to provide an adjunct layer of advice and expertise to the Society. That this body would meet periodically, but not less than twice a year as a body, and in conjunction with the Board of Trustees, to meaningfully address issues and matters which might rightly come up in governance of the Society; and that this body would consist of a number of current members who have expertise in genealogical research, genealogical lecturing, genealogical writing, and librarianship, as well as real estate, non-profit governance and financial matters.

(I might note, this model has been adopted in the leadership structures of a number of non-profits and churches in which I am involved, and while serving on this body is an honor, it comes without remuneration--all those who are chosen for this task serve at their own expense, with the exception of housing and some meals while gathered. To add substantially to any non-profit's expense burden is not the point.)

The purpose of this body is essentially two-fold: to assure the current membership that their continued involvement in the affairs of the Society are wanted and warranted; and to HELP THE TRUSTEES to effectively communicate with the reconstituted Society's "patrons" so that both ends of the spectrum might work in tandem to achieve the best possible outcome and long-term solutions for the G&B.

Until the Board of Trustees presents a proposal to establish such a Board of Visitors/Advisors/Regents/Whatevers, my proxy vote will be and will remain "NO," and I urge and encourage my fellow current-members to vote in like fashion. When and if such a proposal were made, I would be happy to reconsider.

On a side note, I might suggest that while the "champagne" comment is doubtless meant in a light-hearted way, at a time when members are questioning the Board's actions surrounding US $24 million in cash assets, such assertion--even in jest--may stir lingering doubts about one's judgment. I am reminded of a namesake union official in my own clan who, when being interviewed during his reelection campaign for the national presidency, made a comment about "needing my tux pressed," and was shown at the ballot box that very few steelworkers owned tuxedoes at a time when more pressing issues are at hand.

Following on the heels of such a rancorous and bitter dispute within the membership about the future of the Society, gleeful champagne-popping seems ill-advised at best and to be gloating at worst. We are better than that, as researchers, as scholars and as colleagues in this field that desperately needs to maintain its non-profit compatriots as vital assets to the broader community.

Respectfully,
The Rev. David McDonald CG*

*"CG" and "Certified Genealogist" are service marks of the Board for Certification of Genealogists, Washington, DC, and are used by licensed associates following periodic, peer-reviewed competency evaluations. License No. 452, expires 19 April 2009.

PS: The views expressed are mine alone and do not reflect the views of any other body, person, or genealogical entity. Nor do they constitute the usual Sunday sermon at 8 am CDT.

[Suzanne Prosnier, CG]

Like Rev. McDonald, CG, I also found the champagne remark tasteless and frivolous. His acrimony toward the "dissidents" was obvious. After reading Mr. Stillman's letter, I'm wondering how closely he has read the By-Laws. Please note the last sentence in paragraph #2 of his letter. "To the contrary, all members will continue to have access to all the materials and services for which they have subscribed." The By-Laws clearly state NO MEMBERS. Those of us who may chose to continue to "subscribe" will be subscribers, not members. My suspicion is that the fee for a "subscription" will increase tremendously.
Suzanne Prosnier, CG. Scottsdale, Arizona

[Malcolm A. Young]

Last evening I inadvertently posted a comment on this matter on the EOGN Plus newsletter, forgetting I was not in the free version. For what it's worth, here is that comment:

"Not being a member of NYG&B, let me make a few comments on this controversy from the perspective of an outsider, albeit a long term "member" of other genealogy organizations, in particular the New England Historic Genealogical Society (NEHGS).

It seems excessive to describe the proposed organizational change by NYG&B as intended to "implode" the NYG&B and "disenfranchise" its members. It might fairly be viewed as a long overdue update of the organization to conform with "recent nonprofit governance practices" -- to quote D. Brenton Simons, newly titled President and CEO of the New England Historic Genealogical Society (NEHGS).

A major organizational change of the same general scope was made about a year ago by NEHGS, going to non-member governance by a Council of the Corporation -- consisting of a Board of Trustees and of Councilors serving staggered three year terms. Members no longer vote for directors or other matters. This was done with a minimum of protest by "disenfranchised" members -- who still exist as paid up subscribers to all the excellent services provided by NEHGS for research.

Non-profits are neither miniature democracies nor shareholder owned businesses, with all citizens/shareholders having equal voting rights. NEHGS Board of Trustee and Councilors are selected from members who have demonstrated a significant committment to the organizational goals in terms of genealogical accomplishments or financial contributions or both. Who else is better positioned to guide the strategic policies of the organization? I think we are in good hands.

Without pretending to speak for Brenton Simons, I doubt he is finding that the organization has imploded -- in fact he has stated that it is prospering as never before.

Mac Young"

P. S.

Regarding Dick Eastman's explanation above of the new NEHGS organization, I too have seen reference to the "Board of Advisors" on which he served. However, I have in hand the most recent issue of the NEHGS magazine, "New England Ancestors", Summer 2007 issue, containing the 2006 Annual Report -- the first I believe under the new organization. On page 3 appears a list of the "Council of the Corporation" consisting of a "Board of Trustees" and a large number of "Councilors" -- as I described above. But I find no mention of a "Board of Advisors". The Annual Report appearing at the end of the magazine seems to make no mention of that previous board. Perhaps someone can shed some light on this change.

[Nancy Coleman]

IMHO

What little delay there was in the sale of the building could just as well have worked in the favor of the Society if the real estate market had remained in an upswing. You always take your chances with such things and to make "membership" participation or "interference" the cause for any real or imagined loss, prompting this total overhaul of the By-Laws, seems like a huge knee jerk reaction. I question the timing.

My vote is NO (to it's present form) for the simple reason that there should, at the very least, be some sort of membership discussion and participation in the construction of the new by-laws. Perhaps the concerns as well as the ideas of the voting membership could be incorporated into whatever new form the by-laws take. It doesn't have to be "all or nothing" any more than it has to remain the way it is if it truly is not working well for the benefit of the society. There could be a middle ground.

Voting for Trustees, I feel, is the bare minimum. Accountability in the form of a "report to membership" by all board members so required to file annual reports (including a financial annual report) could be posted online and voting could be conducted that way as well requiring only a handful of mail out / mail in ballots or proxys, thus reducing costs.

I don't want to be involved in whether the Trustees decide to change telephone companies or other routine operational decisions, but the sale of the building and any other asset is a completely different animal. I don't think it unreasonable to have membership input in such important issues. After all, much of the collection of the NYG&B is the product of membership donations and endowments. Does the Society still want those authors, transcribers, and educational volunteers to still do the work and make the donations but not have ANY say in the management of the Society? Sounds quite one sided if you ask me. I'd certainly think twice about my participation in the future if I didn't at least have a say in who ran the organization.

The politically correct thing to do at this point is to survey and poll membership for it's input into any restructuring of the organization. It may surprise the Trustees that membership may come up with good ideas and solutions that satisfy everyone's needs and concerns. Do it online folks... paper copy only those without email and urge those folks to submit their email address if they already haven't.

[Rob Einhaus]

I've read Mr. Stillman's comments with interest. The Trustees seemed quite content with the Society's structure as long as menbers voted for the Board's proposal and annual slate of candidates (the "doldrums") but found the dissention of a few members (and their lawyers) intolerable. However we also have not used the library enough, voted enough and have allowed troublemakers to slow down management's plans for the Society. Add that to an unwanted experience with our legal system and as a result we are all being fired.
As a member, it hurts to be fired. But let's be fair to Mr. Stillman, and to the other officers and Board members of the Society. I don't think they have been incompetent, dishonest or selfserving. I think they tried to fulfill the mission of the Society and I have valued my long membership. I agree with their decision to sell the building. The Society had no significant endowment and annual expenses appear to regularly exceed revenues. The building sale will ensure the survival of the Society for the forseeable future. As to the collection, I am unclear as to what their plans are. I hope the will preserve its integrity but I would also like for them to find a home for it outside the Society. Perhaps a New York university would be willing to house it and allow NYG&B members access to it. Who knows, maybe they would be willing to start a Genealogy Department. Beyond that, I guess they will continue to publish the Record, run the website and continue their programs. I was rather bitter when the National Genealogical Society sent their collection to St. Louis (I think). I live near NGS's former library (they proceeded to sell their property too) and used the library often. But I have remained a member and I accept they did what was best for the Society if not what I personally wanted.
Anyway, I voted no to the subject proposal. I think management owes us a plan for the Society, and they must have one, before we relinquish control. Further, I like what Dick and others have written about a "Board of Advisors" or "Council of the Corporation". Give me a reasonable plan and a larger oversight panel and I would vote yes.
Rob Einhaus

[Susan Jones Pentico]

I have read all this data regarding the wanting to remove outsiders from insiders business. I cannot process it any other way. Much of their data was given by peoples and deceased members. How tragic that they can not see beyond their noses to resolve an issue. Where is the AMERICAN SPIRIT?
I finally was able to consider membership in this organization and it now says it does not want me. So how do I access the data they have if not a member. HOW are they going to raise funds for events? Obviously money won't be needed. IF people not needed & money not needed why the squable about selling the building. I think there is much truth in many peoples statements and not in others. If I could vote I would overwhelmingly vote NO. And now may never be able to access the items they have and were given them.
Funny how they never addressed alot of questions this subject brings up.
Sweep us under the rug, so they can play their games.

1. IF building sold where is collections going to be held?
2. How are we to access them if they do not want members to assist in answering questions and queries.
3. HOW are we to curtial them doing things we do not want done with the
collections?
4. We will have no rights or representation.
5. Maybe we( or people) should vote to give it all to a University or some major library and let them be in charge of nothing.

Please vote no and some one needs to figure how to stop this.

A descendant from New York families.

[Jennifer]

Chris Dunham summarizes all this nicely on his blog at http://www.genealogue.com/2007/07/society-heads-want-to-chop-off-members.html where he quotes Animal Farm:

Afterwards Squealer was sent round the farm to explain the new arrangement to the others.

"Comrades," he said, "I trust that every animal here appreciates the sacrifice that Comrade Napoleon has made in taking this extra labour upon himself. Do not imagine, comrades, that leadership is a pleasure! On the contrary, it is a deep and heavy responsibility. No one believes more firmly than Comrade Napoleon that all animals are equal. He would be only too happy to let you make your decisions for yourselves. But sometimes you might make the wrong decisions, comrades, and then where should we be?"

[Carolyn H Pappas]

As a very long time professional genealogist, I really do not care if the building is sold or not. Just distribute the money to the members (of which I am not one). I did belong, once, & after a visit (I thought the 'bar' upon entering for members & non members was not very hospitable. The books probably have now been duplicated, the manuscript collection for the most part reminded me of dis-organized stuff that someone would store under his bed. NYGB served its purpose once. However, when non-forward looking people are put in charge, organizations like this eventually fold. I do not think this is any great loss - except for the periodical (merge it with TAG) and the memory of the great founders in 1845. It was the first private genealogical organization, in part to serve family historians and to encourage those not necessarily to think all were descended from royalty.

[David L. Greene]

I have been a member of the NYG&B since 1970 or 1971--which must make me one of the most senior members today--and I have been a life member since some time in the 1980s.

When I joined the Society, it had a fine library and a superb journal, edited by the estimable Kenn Stryker-Rodda, FASG. And it had a Board whose main function seemed to be to hold an annual meeting, which in the 1960s and early 70s, always featured Miss Alice Chauncey and her slides of her yearly trip to Europe. The printed annual reports always mentioned which ladies "poured" at the tea table.

Membership on the Board had little to do with the Society's mission; in fact, the mailing list had tagged some Board members as asking NOT receive the Society's journal. Board membership depended at least in part on social status (inclusion in the Social Register), relationship to previous board members, and denominational membership (Episcopal, which I hope I may say since that is my own denomination). One Board member was notorious for referring to the general membership and library patrons as the "little people." There were some exceptions among the Board members, but too few.

Beginning in the 1980s, a group of members began pushing and pulling the Society into becoming more active: Henry Hoff, Harry Macy Jr., Roger D. Joslyn, Tim Beard, Anita Lustenberger, Leslie Corn, and others. The Board went along but never provided much leadership for the added activity. And the Society began growing in membership--it had about 800 members when I joined; now it has something over 4000. In other words, good things were happening.

Unfortunately, that did not apply to the Society's financial status, about which the Trustees seemed to remain complacent--at least so far as the printed annual reports indicated--until a crisis was inevitable. For example, as late as the 2005 annual meeting, the treasurer reported that "The Society remains in stable condition."

In 1999 the Society announced a capital funds drive. It seems simply to have petered out; it least if it went anywhere, the members received a fund-raising letter and then heard no more about it. By 2006 it was clear to most outsiders that the Society needed a change in leadership, one that would build upon the progress that had been made; instead the Board, while admitting its fiduciary responsibility, refused to accept any blame for the financial situation or for the failure of the capital funds drive. Its answer was to sell its landmark Building and now to try to insulate itself entirely from the members (who may be the former members by the end of the week)--who still seem to be the "little people" to some Trustees.

What needs to happen at the Society is obvious to almost everyone concerned about the NYG&B, other than those who govern it.

The situation at the Society is dire, but I have deep affection for the G&B (I probably know more about its early history than anyone on the Board during the past half century) and I refuse to give up hope, but change is needed quickly. And it is NOT the change recommended by the current Trustees.

I have voted against the Bylaws change and hope that most of the members will as well.

DAVID L. GREENE, FASG
Coeditor and publisher
The American Geneaogist [TAG]

P.S. to Mac Young: There is no real similarity between what happened at the NEHGS and what the G&B Trustees are proposing.

[Jim Garrity]

I've read with great interest David L. Greene's insightful comments about the G&B. I'd like to let everyone know that their concept of "the little people" did not end in the early 1980s.

In early 2004, I was told to resign from the Membership Committee. Soon after that, the trustees and their president demanded that I, a life member who had worked tirelessly as a library volunteer, should resign from membership or appear in front of the entire Board of Trustees to explain why I should not be summarily expelled from membership.

My crime? I publicly disagreed (on a Rootsweb mailing list!) with the extremely unfair way the society treated a dedicated, longtime employee (who is now a former employee).

Many of those trustees are still on the board, as is the Executive Director, who now has the titles of President and C.E.O. These are the people who will be forever insulated from "the little people" and their "little" opinions, if this latest proposal is approved.

Criticizing the society publicly was a violation of the existing by-laws of the society. In the future, (non)-"members" will not be subjected to such autocratic policies and treatment, especially if they do not happen to be the "type of people" (I am not!) who the society was created for.

This is a badly-run organization. Those who run it now are incompetant, in my opinion. This proposal will do nothing to change the situation. It will only make things worse.

Jim Garrity

[Leslie Corn]

NYGBS: YOUR VOTE CAN STILL BE COUNTED OR CHANGED

Dear Concerned Members of the NYGBS:

We’ve been asked by many members if it’s too late to change their proxy votes to “no” or submit a proxy for the first time and have that vote counted at the G&B’s special meeting this Thursday, July 19.

It’s not too late, and we can help. But you need to act right away by faxing your proxy.

If:

1) You have not yet sent in your proxy vote concerning the board’s proposed bylaws changes that will disenfranchise all members of the NYG&BS and absolutely and forever empower a board of 15 to unilaterally make decisions about the NYG&B’s assets and future,

2) You have voted but want to change your vote and/or want to change the person to whom you give your proxy to cast your vote,

You can still do so. Here’s how.

Having consulted with counsel, we have been advised that you can fax your proxies to one of us or to another member for submission at the meeting. If we’re to carry your vote, we must receive your proxy by fax no later than 8:00 AM on Thursday, July 19, in order to take it to the G&B’s special meeting held at the Society at noon that day.

Here’s what to do if you want one of us to carry your proxy to the meeting to be counted:

1. Log into the Members Area at www.newyorkfamilyhistory.org.
2. Download a proxy, available in the Members Area at
http://www.newyorkfamilyhistory.org/download/pdf/proxy_06_2007.pdf
3. Cross off the name of George McNeely IV (his name appears in two
places) and substitute one of our names.
4. Indicate your vote, YES or NO, about the proposed bylaws changes.
5. Sign and date the proxy.
6. If you voted previously and are changing your vote and/or designating one of us to submit your proxy, so indicate on your new proxy.
Suggested wording: “This proxy replaces my proxy previously submitted and alters the prior vote.”
7. Fax your new proxy toll-free to 1-888-667-1464. No cover sheet is needed.

If you provide an email address, we will confirm receipt of your fax.

If you want another member who is also attending the meeting to carry your proxy, then follow the same procedure and fax to that person.

Of course, in lieu of the above, you can attend the meeting and vote there.

A big thanks to all members who are concerned about the G&B’s future.

Roger D. Joslyn, CG, FGBS, FASG

Leslie Corn, CG, FGBS

[Arlene V. Jennings, CG]

An open letter to Waddell W. Stillman, Chairman of the Board of Trustees of the New York Genealogical and Biographical Society

I have read your letter to the membership and your posting to Dick Eastman’s blog.
I have voted against the board’s proposal to abolish membership in the society, and I strongly agree with the concerns expressed in the members’ postings to the Eastman blog and the APG mailing list.

I have a number of questions, Mr. Stillman, which I hope you will address at the meeting on Thursday, online and by letter to all members with straightforward answers about the future reality of the society:

1. Both your letter and your blog posting say the board has proposed elimination of member voting rights. But the proposed changes in the bylaws in fact propose elimination of members: “There will be no members.” What will the society be without members?

2. What are your intentions for the collections? Please identify the options you are considering for the safekeeping and availability of the collections to former members, donors and other New York researchers.

3. What will happen to the publications? What options are you considering?

4. We understand you may fund projects. Who will advise on those projects? Genealogists on the board are few. What will you do to bring more genealogists onto the board as members and advisers?

5. What about staff? Will you retain staff? If so to what end?

6. What will you do to ensure society staff and leadership possess knowledge of the field of genealogy?

7. Why do you say the NYG&B “blizzard of proxies and special meetings create an illusion of democracy”? In the United States we do not abandon our democratic system because of low voter turnout even though the cost of an election is high.

Arlene V. Jennings, CG
Brooklyn, New York

[Carolyn G. Stifel]

I have advised the Board that I have voted No to the proposed revision of the bylaws. In effect the new bylaws are not a revison but achieve the complete dismantling of a fine institution, NYG&BS. The Mission statement gives no clear picture of the future direction of the Society. We hope that the Chairman will address the excellent questions presented by Arlene Jennings and many others, who are so deeply concerned. Ways must be found to assure the future of the best G&B can offer.

I have been a member for over 25 years and known the Society intimately during this time as a Life Member, an Executive Director, Trustee, Committee Member and volunteer.

[Dino (All Dino, All the Time)]

Wow! What a spirited debate. Wait a minute there was no debate here. There was only one, lone voice defending the Board's proposal. Every other person spoke out against it.

Also in the Genealogy Insider blog, I see that the loss on investment income has now grown from tens of thousands of dollars to "six figures."

If the board actually has the guts to go ahead with this vote and the resolution passes, Desi Arnaz will roll over in his grave and shout:

"Lucy, you got some splainin to do!"

[Bob Christianson]

Though I've never been a member of the NYG&B, I am acquainted with many members and have heard the story of this fiasco which goes back many years. Many of the older board members, now deceased, warned of the direction things would be taking if changes weren't made. For some time, the organization has been badly mismanaged to the extent that what little endowment it had disappeared through poor investing and inept oversight. The building fell badly into disrepair thus making its income producing areas less viable. Though the spin put on the sale of the building was to be a "positive" event, everyone familiar with the history was well aware that there was little choice but to sell. Over the years, instead of investing money in the refurbishment of the rental spaces for income production, money was spent on the refurbishing of the executive offices and hiring of additional employees, though many wondered what the current employees were doing. For years, most tenants had leases renewed periodically but the practice was discontinued a number of years ago which gave many the first clues of what was ahead. Rumors of the sale of the building and eviction of tenants were a yearly occurrence. This last step to eliminate the "members" gives the board control over what will be a sizable amount of money from the sale of the society's assets with no apparent oversight. Those who wonder what will become of all this in the end, need only look into the background of the current board members. The NYG&B is history, so to speak, and a few folks will benefit from its demise.

[sue maxwell]

I have all of the same questions as a two year member of the society. I live near the Family History Library, where, when you go there, you receive lots of assistance. There are employees, and there are volunteer assistance. I just wonder if the reason for the drop in use of the NYGBS is due to poor assistance, and not to internet use by genealogists? Personally I prefer a good book in my hand to anything on the net.

When attending a workshop, I found the people friendly and helpful- during the workshop, but not when they were not on duty. I have also asked questions on the site, and have never received an answer or even a reason why I don't get an answer. I just gave up on that part of the site.

Mr Stillman didn't address any of the concerns of the members- he simply stated the same things that had been stated before. Where were there comments about the questionable remarks about the price of delay? Where was any indication of what the future holds? Why was there not alot of brainstorming of other options besides selling the building? There are just too many unanswered questions, one being- who are the 15 proposed new board members- what do they know about genealogy, etc? Sue Maxwell

[Cornelia W. Bush]

As a disenfranchised member of the NYGBS, I am greatly saddened at this time. We have all lost something remarkable. It remains to be seen what will happen with the collection, but at this time our priority should be trying to find it a home, hopefully in Manhattan where people can still access it. I have personally given original documents and 8 cases of books, and I wonder where they will be going. What locations are being considered, what arrangements have been made???? Cornelia W. Bush, CG, FSA Scot

[Glen F. Pritchett]

The United States Naval Academy Alumni Association is in the throes of a similar problem; namely where the members of that Association feel the incumbent Trustees have failed to comport themselves in the best interest of the Association. Subsequently, the Trustees have been sued. Perhaps the time has come for the disenfranchised members of NYG&B to get a good lawyer, contact the governmental agency that oversees non-profits and try to salvage a bad situation before it becomes irreversable.