For what happened before February 25, see our
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
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
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
The room was filled with members and visitors. It was
standing room only.
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,
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.
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.)
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!"
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."
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 .
Palda and Judge Diane Karpinski
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.
Several major community institutions in the Buckeye
- Shaker area should be represented on the new board
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
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
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
Under the new bylaws, SHAD members
would lose those rights. Going forward, each year, with no member
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
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
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 .....
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
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
Why weren't the deficiencies in the Code of
Regulations (bylaws) discussed at the SHAD annual
meeting in December 2011?
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
The answer is simple: members had not seen the bylaws.
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
For a commentary on what went wrong with the merger,