King of the Board: Part 3 – Your motion to remove me shall not pass

This is Part 3 of the King of the Board series. Names of people and organizations have been left out for legal reasons.

“Good night. This meeting is closed!!”

In Part 1 of the King of the Board series we detailed how several members of a financial institution were dissatisfied with the leadership of the President of the Board. Chief among many issues of concern was the Board’s decision to make a significant investment in an unregulated financial technology company without the membership’s approval or the regulator’s authorisation. The investment was brought to light at an Annual General Meeting earlier in the year, and it was revealed that the regulator had informed the Board that the investment was illegal and should be refunded. The membership then gave the Board a mandate to recoup their hard-earned funds.

However, several months later those funds had yet to be recouped, and the Supervisory and Compliance Committee was apparently being hindered from performing their oversight duties as the Board was noncooperative and seemingly hostile towards the committee. A petition was therefore sent to have a Special General Meeting to review the conduct of the Board of Directors in relation to the management of the finances and the general management of the institution, and to determine the continued existence of the present Board and its necessary replacement.

From the very beginning of the meeting there was contention and conflict between the President and several members in audience, with the President refusing to cater to any of the membership’s requests.

Part 2 outlined several damning accusations the Supervisory and Compliance Committee levied on the Board and General Manager of the institution during the Special General Meeting, ranging from blatantly ignoring requests for information, instructing staff to not provide the committee with documents, not providing minutes of meetings, not showing up for scheduled meetings, and even walking out of meetings. A seemingly hostile relationship developed between the committee and the Board.

Following the lengthy presentation by the committee was a short presentation on behalf of the petitioners (members that signed the petition), reiterating the concerns outlined in the petition, as well as the issues brought to light by the Supervisory and Compliance Committee.

The President then began his presentation by claiming that the previous presenters levied baseless accusations against him and chastised the Supervisory and Compliance Committee for not providing him with a copy of their report prior to the meeting. The President also spent a considerable amount of time defending the unregulated company that the institution had made a massive investment in, and defended the investment, despite the fact that both the regulator and the membership had instructed the Board to recoup the investment months prior.

The discussion that then ensued could be described as organised mayhem. A volley of contentious back and forth between the President and several different members persisted for nearly an hour. At one point the President allegedly told one of the members that was speaking to “shut up boy”.

If this was not bad enough, the likely most bizarre moment in the meeting occurred when a member asked the President what the name of the manager of the unregulated company is that the Board had invested the members’ monies in. Despite this being public knowledge, and this self-same manager having attended every Annual General Meeting and Special General Meeting of the institution in recent year except for the current meeting, and even made several presentations to the membership at previous meetings, the President refused to answer the question.

The member repeatedly asked the question in many different ways, and to the complete bafflement of the entire membership, the President gave a series of non-answers. He first responded that the manager of the company is “the manager”, then said the manager is “a gentleman”, and then even proclaimed that because the gentlemen was not present at this meeting it would be inappropriate to call this name. After an astonishing back and forth that lasted nearly ten minutes the members asked one final time if the President is going to answer the question and give the gentleman’s name, to which the President responded with a resounding “No!!”.

Later in the meeting it was revealed that the building that was rented for the sole use of the General Manager during the renovation of the main branch, despite another building being rented for all other displaced staff, is allegedly owned by the same unnamed manager of the unregulated company.

The entire meeting dragged on for over four (4) hours with constant belligerent back and forth between the President and a vast majority of members present. Even members that were on the fence when the meeting began felt that such a combative president should be removed from office. Finally, members had enough and a formal motion to dissolve the entire board was brought forward and seconded.

Yet, in a completely unprecedented move the President refused to allow the motion to be sent to the floor to allow the members to vote on it. Although both the petition signed by members, and the agenda listed the purpose of the meeting to be to determine the continued existence of the present Board and its necessary replacement, the President claimed that a voted to dissolve the Board was not on the agenda and therefore could not be voted on. The President then said, “Good Night” and proclaimed the meeting over.

This obviously created a complete uproar among the members, who demanded that the motion be put to the floor. Yet, as had been typical since the meeting began, the President refused to acquiesce to the membership’s demands. He proclaimed that a Board member can only be removed from office by being written to, and that the membership could not remove him at the current meeting.

As expected, several members commented that he was behaving not as an elected volunteer, but like a self-appointed king, and dubbed him the King of the Board.

The so-called King of the Board declared the meeting over, however members indicated that the fight was not over and that they will take the necessary steps to take back control of their institution.

Part 4 of this series will detail some of the exploits of the Queen of the Board.