Friends of Shaker Square

February 25, 2012 - the special meeting of SHAD,
the Shaker Square Area Development Corporation

For what happened before February 25, see our News page.


A SHAD email received around February 1 included this announcement of a special meeting Saturday February 25 at Our Lady of Peace church on Shaker Boulevard. It said "come .... to discuss and vote."

SHAD members had received a mailed notice which included a covering letter, a summary of the merger agreement and letters in support of the absorption of SHAD into a new  Buckeye - Shaker CDC from Peter Rubin of the Coral Company (owners of the Square) and City Council members Kenneth Johnson (Ward 4) and Mamie Mitchell (Ward 6).
 

 




The summary agreement was posted on www.BADOC.org, the Buckeye CDC web page. It said that the full agreement could be found on SHAD's website www.SHAD.org. As of 2/24 neither the summary, the full agreement nor the Code of Regulations could be found and the special meeting was not mentioned.

SHAD sold new memberships until just before the meeting started. As members registered they were given a copy of an agenda, the six page agreement, letters endorsing it, a summary, and a ballot to vote YES or NO.


The meeting was held in the auditorium-gymnasium of the Our Lady of Peace community building
The room was filled with members and visitors. It was standing room only.

A great opportunity to set a warm, positive tone at the start of the meeting was lost. Instead of some words of  appreciation of what SHAD had done over the years, the  recognition of past presidents (some who were in the room), and a vision of what they would be creating, president Kenisha Pierce read from a prepared statement.

She began by saying that there had been many meetings to develop the merger proposal. Many community leaders supported it. The only business would be the vote on the proposal. There would be no questions, no discussion, no motions. Members who wished to could cast their ballots now and leave.

SHAD trustee Diane Karpinski immediately rose to object to the announcement that members could immediately vote and leave early. Judge Karpinski said that voting could occur only at the meeting and the meeting had not yet convened, and referred to the Ohio Revised Code Statute covering elections of non-profit organizations. (Judge Karpinski is a retired member of the 8th District Court of Appeals.)

George Palda also rose to object, holding up a copy of several pages of the Ohio Revised Code, saying that such an action was not permitted by Ohio law. (An attorney, Mr. Palda is a former president of SHAD.) Working with other SHAD members he had prepared amendments to the proposed agreement. (more on the amendments below)

Many at the meeting, presumably SHAD members who had come with questions or concerns, began to call out in protest. Some in the front rows turned and said "Vote NO!"

Ms. Pierce banged the gavel repeatedly and said they were out of order. Without a motion to adjourn, she closed the meeting saying "The ballot box will be open for five minutes."

Members then began to come forward, ballots in hand. Few people left the room. Most stood along the walls, waiting for the result of the vote tally.

  

 

Kenisha Pierce, SHAD president
and Randy McShepard, a consultant to NPI .

George Palda and Judge Diane Karpinski
 

THE AMENDMENTS

These amendments were drafted after a careful reading of the Code of Regulations (bylaws) that will determine how the new Buckeye - Shaker CDC will be governed. .

  • Institutional representation

    Several major community institutions in the Buckeye - Shaker area should be represented on the new board of trustees.
     

  • Protecting the interests of the Shaker Square area

    SHAD does not enter this combination as an equal partner, but with a minority position on the board of trustees. At the start it will have only 5 of 18 seats. After a year, with a planned addition of three more trustees to the board, it might then have 6 of 21 seats - less than one-third representation. Thus it is important to have assurances in the bylaws so this area will have a continuing significant voice in the new organization.

    There are no such protections.  No provisions guarantee that there would be an appropriate number of persons from the current SHAD service area on the board of trustees. The bylaws do not assure that there will be persons from the SHAD area on the Nominating Committee. Nor are there provisions to have representation from the smaller neighborhood organizations that have been affiliated with SHAD for years.

  • Protecting the interests of SHAD and Buckeye members

    The bylaws of the proposed combined Buckeye - Shaker corporation gives control to a self-perpetuating board of trustees,

    For 36 years SHAD, and before it Friends of Shaker Square, were membership organizations. Members don't attend board meetings or vote on issues, but they have enjoyed rights such as electing trustees and voting on bylaws changes. Under the new bylaws, SHAD members would lose those rights. Going forward, each year, with no member vote, the board will elect new trustees to fill vacancies. (The Buckeye Area CDC is also a membership organization. Its members are also about to lose their voting rights.)

    We propose that the new Buckeye - Shaker organization remain a membership organization, which we believe is the form of governance used by some of Cleveland's most successful community development corporations.

Thanks to George Palda for his help on this summary

 

 

Carole Heyward from Cleveland Marshal College of Law, hired by NPI to represent both SHAD and BADC, explains that as the Buckeye Area CDC had already approved the agreement, SHAD members had only a choice of accepting it or rejecting it, as is.  [ who is NPI ]

Waiting for the tally of votes.


And the vote was .....
 
 

SHAD president Kenisha Pierce announced the results. The vote was 57 voting NO and 53 voting YES.

By a narrow margin SHAD's membership had rejected the proposal to become part of a larger Buckeye - Shaker Community Development Corporation.

Ms. Pierce then said that SHAD had only enough cash to operate for 20 days and it would be closing.

The members left slowly and quietly. No one seemed pleased by the outcome.

Page composed February 26, 2012 by Arnold Berger
Last revised Match 31

 

A COMMENTARY

Why weren't the deficiencies in the Code of Regulations (bylaws) discussed at the SHAD annual meeting in December 2011?

After this page was posted, a long-time active member of SHAD (and before that, FOSS) asked why these amendments were not proposed earlier, say at the SHAD annual meeting in December 2011. What I've learned is troubling and I'll share it here.

The answer is simple: members had not seen the bylaws.

SHAD's trustees had not seen them either. The board would not see the new bylaws until January 20, 2012. When they met on January 23 some raised their objections to a self-perpetuating board, the loss of member voting rights and the lack of a guarantee of representation,

The lawyer hired by NPI said that the BADC board had just signed the agreement. No changes could be made. A majority of the SHAD board then voted for the agreement. Some SHAD trustees and like-minded members then prepared for the special meeting, their last chance to change the bylaws. Their intent was not to block the merger or to increase SHAD's representation - but to preserve the rights of members to vote and to protect the minority position they would begin with.

Arnold Berger     webkeeper of www.ShakerSquare.net    

For a commentary on what went wrong with the merger, click here.

For another view, click here.

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