Open Letter from Johan de Nysschen to ACNA Members
05-29-2007, 10:53 AM
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Open Letter from Johan de Nysschen to ACNA Members
May 14, 2007
Open Letter to Members: Audi Club North America
Dear Audi Enthusiast:
I am writing this letter to reaffirm my personal support, and that of Audi of America, Inc., to the Audi Club of North America.
The Audi Club of North America is an independent, private organization, and while we take keen interest in the activities of the Club, Audi of America has no desire to interfere or become involved in the management and day to day administration of the Club. However, we have a vested interest in ensuring the continued growth and vibrant success of the Club.
While not wishing to become embroiled in the tension which presently exists between certain members of the Board, it is an inescapable fact that the situation is not healthy, and is not in the long-term best interests of the Club.
Our support is to the Club - not to individual members or to specific members of the Board of Directors. I would, however, encourage the Executive Management of the Club to adopt an inclusive as opposed to an exclusionary approach, and to utilize the available expertise, experience and enthusiasm of members, and to apply this in the interest of the Club which we all value highly.
We encourage all parties to work towards finding a speedy resolution, placing the interests of the Club above all else. I would also encourage Club members to take a more active role in the affairs of the Club and to participate in elections - the democratic process does not work well in the face of voter apathy.
We look forward to the continued success of the Club, and assure you of our continued support.
Sincerely yours,
Johan de Nysschen
Open Letter to Members: Audi Club North America
Dear Audi Enthusiast:
I am writing this letter to reaffirm my personal support, and that of Audi of America, Inc., to the Audi Club of North America.
The Audi Club of North America is an independent, private organization, and while we take keen interest in the activities of the Club, Audi of America has no desire to interfere or become involved in the management and day to day administration of the Club. However, we have a vested interest in ensuring the continued growth and vibrant success of the Club.
While not wishing to become embroiled in the tension which presently exists between certain members of the Board, it is an inescapable fact that the situation is not healthy, and is not in the long-term best interests of the Club.
Our support is to the Club - not to individual members or to specific members of the Board of Directors. I would, however, encourage the Executive Management of the Club to adopt an inclusive as opposed to an exclusionary approach, and to utilize the available expertise, experience and enthusiasm of members, and to apply this in the interest of the Club which we all value highly.
We encourage all parties to work towards finding a speedy resolution, placing the interests of the Club above all else. I would also encourage Club members to take a more active role in the affairs of the Club and to participate in elections - the democratic process does not work well in the face of voter apathy.
We look forward to the continued success of the Club, and assure you of our continued support.
Sincerely yours,
Johan de Nysschen
05-29-2007, 12:27 PM
#4
AudiWorld Expert
A summary was posted on our local forum - here it is w/o having to download it
ACNA issue summary
Since August 2006, the Executive Committee of the ACNA have embarked on a program to consolidate power, take control of the Board of Directors and wield absolute control over the management and direction of the ACNA. Towards these ends, they have engaged in a series of activities that have violated the ACNA bylaws, disregarded the
Code of Ethics and endangered the existence of the ACNA by creating exposure to litigation and/or legal involvement with governing authorities such as the IRS.
The 2006 ACNA EC consisted of Keith Anderson - President, Mark Sampson -Treasurer, Mike Veglia - Secretary, Dean Esmail - Vice President, Karen Chadwick -Executive Director and Craig Leichty - Chairman. Throughout most of this, Craig
Leichty had little to no participation on the EC. In fact, he was one of the subjects of illegal removal from the BOD and EC.
In August, 2006 discussion of the bylaw amendments was tabled because the board meeting had already run long. It was discussed that an email would be send around to vote on the bylaws. Mike Collier stated that it could only be used for polling purposes as the amendments had not been discussed in a regular board meeting and email voting went against ACNA bylaws. The email was sent, the BOD voted to pass the bylaw
amendments. The amendments were placed into the ballot, despite Mike Collier's and others objections that the voting procedure was illegal and that no discussion had taken place.
Note: this means that the bylaw amendments are not legally binding. The discussion and vote for the amendments does not appear in any BOD minutes because they never took place.
In October Mark Sampson and Keith Anderson both told the ACNA Chapter Reps that the amendments were not intended to drive anybody, including Mike Fisher and Craig Leichty off the BOD. When pressed, both Mr. Anderson and Mr. Sampson stated they would ignore that part of the bylaw and would absolutely not take any action to remove
either Mr. Leichty or Mr. Fisher from the BOD.
In December 2006, the Executive Committee met and requested Mr. Leichty to resign from the BOD as a result of the passing of the bylaw amendments. Mr. Leichty refused.
The EC then elected to remove Mr. Leichty and Mr. Fisher from the BOD.
Note: The EC does not interpret the bylaws. That duty is performed by the BOD, per section 5.xx of the bylaws. In addition, the EC does not have the power to remove a member of the BOD. Furthermore, the EC specifically does not have the power to
remove a member of the EC, per section 5.x of the bylaws. Yet, the EC did all three of the acts, as well as reneging on their promise to the chapter reps.
In January 2007, Mr. Juliano, sent a letter to the EC stating his legal opinion on their recent actions. That letter warned that the bylaws were possibly invalid and unenforceable and that the actions of the EC were, without question, in violation of the bylaws. This letter was ignored by the EC.
In March, the EC arranged to meet with AoA to discuss the upcoming year and make their annual presentation to AoA executives. They excluded all BOD members not on the EC from both the meeting and the preparation of the presentation. In the past, this was performed by the full BOD. Even worse, prior to the meeting, AoA was made aware that the BOD had not been invited and why.
At some point in 2007, the EC also approved funding for the purchase of an Audi TT for
the club raffle. The BOD voted in February of 2005 that the Executive Committee shall not approve expenditures, only make recommendations. This item was voted upon and approved by Mr. Anderson, Mr. Esmail and Mr. Sampson, so they had full knowledge of the restrictions placed upon the EC.
In May 2007, Mr. Ponessa, attorney for Mr. Leichty and Mr. Fisher told the EC that the
dismissals were in violation of the ACNA bylaws and the Minnesota Non-Profit Corporate Act. Failure to correct their actions would result in a lawsuit.
May 11, 2007, Mr. Ponessa filed a lawsuit in Minnesota seeking reinstatement of Mr. Leichty & Mr. Fisher.
May 14, 2007 Johan de Nysschen mails a letter to all ACNA members expressing his concern about the behavior of the EC.
May 17, 2007, the ACNA EC announces that Mr. Leichty and Mr. Fisher have left the BOD. The EC has 'elected' Mr. Esmail and Mr. Tomassi to the BOD. The bylaws specifically state that replacing a BOD member is a function of the BOD, not the EC. As an aside, first runner-up from the election and Keith Anderson opponent, John Horner is notably skipped.
May 23, 2007 the BOD meets for the first time since November 2006 and the EC elects themselves in as the EC again, with Mr. Tomassi, a complete newcomer to the national scene, being the Chairman. Although Mr. Anderson stated that a quorum attended the BOD meeting, this quorum included the two illegally elected BOD members, Mr.Tomassi and Mr. Esmail.
Since August 2006, the Executive Committee of the ACNA have embarked on a program to consolidate power, take control of the Board of Directors and wield absolute control over the management and direction of the ACNA. Towards these ends, they have engaged in a series of activities that have violated the ACNA bylaws, disregarded the
Code of Ethics and endangered the existence of the ACNA by creating exposure to litigation and/or legal involvement with governing authorities such as the IRS.
The 2006 ACNA EC consisted of Keith Anderson - President, Mark Sampson -Treasurer, Mike Veglia - Secretary, Dean Esmail - Vice President, Karen Chadwick -Executive Director and Craig Leichty - Chairman. Throughout most of this, Craig
Leichty had little to no participation on the EC. In fact, he was one of the subjects of illegal removal from the BOD and EC.
In August, 2006 discussion of the bylaw amendments was tabled because the board meeting had already run long. It was discussed that an email would be send around to vote on the bylaws. Mike Collier stated that it could only be used for polling purposes as the amendments had not been discussed in a regular board meeting and email voting went against ACNA bylaws. The email was sent, the BOD voted to pass the bylaw
amendments. The amendments were placed into the ballot, despite Mike Collier's and others objections that the voting procedure was illegal and that no discussion had taken place.
Note: this means that the bylaw amendments are not legally binding. The discussion and vote for the amendments does not appear in any BOD minutes because they never took place.
In October Mark Sampson and Keith Anderson both told the ACNA Chapter Reps that the amendments were not intended to drive anybody, including Mike Fisher and Craig Leichty off the BOD. When pressed, both Mr. Anderson and Mr. Sampson stated they would ignore that part of the bylaw and would absolutely not take any action to remove
either Mr. Leichty or Mr. Fisher from the BOD.
In December 2006, the Executive Committee met and requested Mr. Leichty to resign from the BOD as a result of the passing of the bylaw amendments. Mr. Leichty refused.
The EC then elected to remove Mr. Leichty and Mr. Fisher from the BOD.
Note: The EC does not interpret the bylaws. That duty is performed by the BOD, per section 5.xx of the bylaws. In addition, the EC does not have the power to remove a member of the BOD. Furthermore, the EC specifically does not have the power to
remove a member of the EC, per section 5.x of the bylaws. Yet, the EC did all three of the acts, as well as reneging on their promise to the chapter reps.
In January 2007, Mr. Juliano, sent a letter to the EC stating his legal opinion on their recent actions. That letter warned that the bylaws were possibly invalid and unenforceable and that the actions of the EC were, without question, in violation of the bylaws. This letter was ignored by the EC.
In March, the EC arranged to meet with AoA to discuss the upcoming year and make their annual presentation to AoA executives. They excluded all BOD members not on the EC from both the meeting and the preparation of the presentation. In the past, this was performed by the full BOD. Even worse, prior to the meeting, AoA was made aware that the BOD had not been invited and why.
At some point in 2007, the EC also approved funding for the purchase of an Audi TT for
the club raffle. The BOD voted in February of 2005 that the Executive Committee shall not approve expenditures, only make recommendations. This item was voted upon and approved by Mr. Anderson, Mr. Esmail and Mr. Sampson, so they had full knowledge of the restrictions placed upon the EC.
In May 2007, Mr. Ponessa, attorney for Mr. Leichty and Mr. Fisher told the EC that the
dismissals were in violation of the ACNA bylaws and the Minnesota Non-Profit Corporate Act. Failure to correct their actions would result in a lawsuit.
May 11, 2007, Mr. Ponessa filed a lawsuit in Minnesota seeking reinstatement of Mr. Leichty & Mr. Fisher.
May 14, 2007 Johan de Nysschen mails a letter to all ACNA members expressing his concern about the behavior of the EC.
May 17, 2007, the ACNA EC announces that Mr. Leichty and Mr. Fisher have left the BOD. The EC has 'elected' Mr. Esmail and Mr. Tomassi to the BOD. The bylaws specifically state that replacing a BOD member is a function of the BOD, not the EC. As an aside, first runner-up from the election and Keith Anderson opponent, John Horner is notably skipped.
May 23, 2007 the BOD meets for the first time since November 2006 and the EC elects themselves in as the EC again, with Mr. Tomassi, a complete newcomer to the national scene, being the Chairman. Although Mr. Anderson stated that a quorum attended the BOD meeting, this quorum included the two illegally elected BOD members, Mr.Tomassi and Mr. Esmail.
05-29-2007, 12:35 PM
#5
Is voter apathy a problem ? How would we know who to choose, or who not to choose ?
The drama sounds like childish politics between rivals. Best way for the voters to send a clear message would be to vote for a third party not involved in this melee.
But how would we do that when we don't know there is a problem, nor the instigators ?
No I do not think that getting myself mired in club politics is the solution, that's not what I paid club membership for.
But how would we do that when we don't know there is a problem, nor the instigators ?
No I do not think that getting myself mired in club politics is the solution, that's not what I paid club membership for.
05-29-2007, 12:55 PM
#6
AudiWorld Expert
trouble in paradise...
Mike Fisher and Craig Liechty sorta getting kicked out of the club after being major components for the past 8-10 years. Dean Treadway has not been able to attend any board meetings..and the remainder of the board is making changes without following proper rules (for lack of a better word). Dean Esmail has been not voted in..but appointed by some of the members. Its a very sticky mess that I am staying out of..if possible.
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05-30-2007, 02:00 PM
#10
AudiWorld Senior Member
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After reading the background from various links, and the anca meeting minutes
It sounds like now's the time for us to at least excercise our vote next election time. Beyond that, is there a way to get Keith or anyone to actually answer the procedural questions? Is there a process akin to impeachment in the bylaws?
In other words, what words of advice on this debacle do you have for a farily new participant?
Thanks,
Chris
In other words, what words of advice on this debacle do you have for a farily new participant?
Thanks,
Chris
