Monday, January 24, 2011

Trouble at Morningside - Three

A week ago, an anonymous poster left this comment on my post Trouble at Morningside - One:
One need not turn to Jewish or Christian teachings for guidance on the subject of hurtful speech. Every child who graduates from Kindergarten is taught this. Backpeddling will not excuse you from your direct role and complicity in fomenting the conflict at MG that is tearing our community apart. Pandora's box is open.
It's a fair enough comment and I think it warrants being lifted out of the comments and into the main posts. My reply last Sunday was:
You misunderstand me. I am not looking to excuse myself from anything. Nor am I backpedaling, at least not in the sense that expression is commonly understood.
Now that I have posted this in which I say that I am going to issue a public statement urging a "NO" vote in the upcoming special vote to remove three directors, I want to expand on that answer.

I will avoid using actual names or initials in what follows, but I will use unassociated letters of the alphabet to distinguish those whom I am discussing. I acknowledge an inconsistency here; I link to an earlier post in which I did use first names.

The problem I have been struggling with since the end of July is this. I am convinced that some of the officers of the coop acted improperly last year when they consulted a law firm and incurred expenses with neither the authorization nor the knowledge of the board. But I also know that they are all honorable people and I do not believe for a moment that they knew they were doing anything wrong.

Last April we had an instance where board member A released certain damaging information about board member B, who was running for reelection. A was avowedly trying to prevent B's reelection. In that instance, the majority of the board concluded that the the information was privileged and therefore it was improper for A to release it on his own. We voted to censure him. By my current standard, my vote then was prohibited speech and therefore sinful -- I'll return to that point later.

Just before A released information on B, the then minority on the board, A, C, and D, alerted board members to certain invoices from an outside law firm -- invoices that had notations that it appeared were for matters that the board should have been informed about. It was, in part, those invoices which lay behind my statement last May in Board Affairs that "for the reasons I have stated [earlier in that post], and for some additional reasons that I will not put in a blog post, I have decided that I will not support" E for president. (My friend Z said that was innuendo and perhaps he is correct -- I'll have to ponder that. In any case, I think I made the right choice when I voted for C for president.)

I took a lot of flak from friends for my votes in the reorganization meting in May. In particular, people wondered how I could have voted for A for vice president when a few weeks earlier I voted to censure him. I'm not going to answer that question here, except to say that I thought then and I think now that the censure was a sufficient sanction for the move against B, and that what they were urging seemed to me to be, in effect, shunning.

After the new administration took office in May, three unexpected events happened. First, our auditors declined to renew, and we were forced to scramble to find a new auditor in time for the mid-year audit. Second, it became necessary to investigate the behavior of an employee. Third, in early July, E sent an email to several non board members in which he made negative statements about an employee -- a serious lapse in judgment. Each of those events required action by the new president and the new officers -- the choice of a new auditor also required action by the board.

Sometime in mid July, I was given a packet of material that C had assembled, detailing the history of the coop's involvement with the outside law firm I mentioned above. At the time I concluded (based on a careful reading of the material) that the material established that E and other officers had acted in this instance as if the authority for the affairs of the coop (the corporation) were vested in them rather than in the board. The board discussed this material in closed session in July.

On September 14th, 2010, the earliest possible date to call a board meeting with 100% attendance, another meeting was held in entirely in closed session, ostensibly to discuss the matter, but actually to take action against three board members, B, E, and F. My apologies to A, C, D, G, and H, my fellow conspirators, but that is in fact what we were. We conspired to keep the resolutions (which we had predecided to pass) secret from the rest of the board until they were sprung on them at the meeting. Those resolutions were fine tuned so that all six of us would vote for them. In particular, in order to get my vote, the resolutions stopped short of actually billing anyone for charges beyond those that we judged E to be responsible for.

In fact, I made that point in the meeting, and all ten of the other directors heard me make it. I can well believe that some of them (the five who were not part of the conspiracy -- excuse me, the majority caucus) did not fully take in the distinction I was making. Three of them were without doubt feeling the shock that comes with feeling attacked. The other two, I and J, were no doubt in shock also.

Here I must make another discursus. I apologize to those of my readers for whom the words in the subtitle of this blog "Thoughts of a progressive Episcopalian" invoke a yawn, but I now realized that I missed a significant signal. There were four motions. The first called on E to resign. The second billed E for a specific sum. The third censured E, B, and F, and stated that they "should" each pay a specific sum. The fourth was a motion to move all of the motions into open session and notify the cooperators of the text of the motions. The only one of these motions I was willing to make was the last. I was not willing to make any of the other motions. That was, of course, a sign that I knew something was wrong -- But I didn't know what was wrong.

In fact, as I see it now, there were two things wrong. First, and least important, the sanctions imposed in motions two and three were excessive, even if it were granted that some sanction was warranted; and second, the imposition of these specific sanctions was categorically wrong.

I believe in the devil. That is, I think that when otherwise good people act to cause harm to other people, that it is useful to attribute that act to the influence of a malign influence -- the devil. I wish I had been more alert to the opportunity my vote of September 14th for those four motions was offering to the devil. (Like many other places in the US of A, Morningside Gardens has been an open hunting park for the devil for several years.) And I recognize that I succumbed to the temptations of the devil in voting for these motions.

The upshot was that these motions led to a stockholder petition to remove E, B, and F from the board. There's a lot going on in this petition. It's whole foundation is inference from the motions and rumor originating from several sources. But there is also a subtext -- not explicitly stated in the petition -- that these people don't vote the right way on financial matters and therefore the coop would be better off if they were not on the board. After all, suppose they and their friends could regain the majority -- what would happen then?

In fact, in the summer and fall of 2009 there was a stockholder petition circulating to remove directors including at least some of the same people -- that petition was based in part explicitly on the way people voted and in part on unproven allegations of their intentions. Fortunately for the coop, that petition did not have a sufficient number of valid signatures. The current petition has withstood challenges to the signatures and the vote will indeed go forward.

At the December board meeting, I stated that I was going to vote against removing the three directors. There are ample reasons to vote against removal and I shall state some of them in the future.

This post is getting too long, so I’ll quickly add just a few points. First, as to “prohibited speech,” the insight (or perhaps conversion experience) I had the other day was to see that a vote constitutes speech. For me, the implications of that are profound.

Second, as to the censure of A last spring, for me the law of double effect comes into play here. Voting to censure was indeed prohibited speech, but taking no action would have been worse, because it would have amounted to condoning improper behavior. By the same token, if on September 14 I had voted to censure, or in some other way had indicated that I could not condone the actions, that would have been acceptable – voting for the motions as they stood was not acceptable.

Third, and this is a completely new topic, it is not possible to have genuine fruitful rational discussion at our board meetings. Time constraints, Robert’s Rules, and the fishbowl atmosphere all contribute to that impossibility. Much of what we say is either advocacy or posturing. Real deliberation on hard questions takes a great deal of time – time we don’t give ourselves. I may say more on this later.

1 comment:

Anonymous said...

an open hunting park for the Devil!!!Please to not put all of us into your Prideful basket and offer us to the DEVIL.