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Now what is the LCS Board up to?


Travis

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Why does the LCS board want to eliminate independent oversight?



In January of this year, a group of LCS members petitioned the board of directors to put an item on the agenda for the general membership meeting. The petition requested that the LCS re-affirm the role of the Audit and Advisory Committee as a member-led committee specifically charged with providing independent oversight regarding all matters, including independent financial oversight. The committee is responsible to members only and is not under the influence or control of the board.



At a February BOD meeting, the LCS board created a new "Audit Committee to the Board", but agreed that the original Audit and Advisory Committee would continue in some form to be determined later, presumably after it heard the concerns and opinions of all members.



Then, just a few days ago - and only a week before the General Membership Meeting - the LCS board reneged on its promise and eliminated the Audit and Advisory Committee entirely, disbanding it. This, even though members had requested it be re-affirmed, with the issue to be discussed at the general membership meeting coming up this week.



The timing is interesting, isn't it?



So now there's a member-requested item on the agenda involving a committee that - by board fiat - no longer exists. How inconvenient. I wonder if the LCS board will be willing to talk about the issue at all? I wonder how, or even if, they will answer the following questions:



Why does the LCS board of directors want to eliminate a committee of volunteers whose job is to look out for the best interests of all members, to ensure that LCS is conducting business in accordance with all internal rules and procedures, and to make sure that all LCS money is being spent properly?



Why does the LCS board want to strip membership of a safeguard that was specifically put in place to protect members, and was put in place in 2009 after past improprieties by a previous board were discovered?



What if this type of oversight and protection is needed in the future, but isn't there?



The Annual General Membership meeting is Thursday, March 13 at 10 a.m. in the LCS Neil James Patio.


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What the LCS Board is up to is following the LCS Constitution which clearly places responsibility for governance and all committees on their shoulders. The AAC was a holdover from the previous lack of governance and poorly written Constitution.

Your bolded questions were all discussed in detail and answered at the meeting you attended. No doubt it will be rehashed at the AGM on Thursday.

The AAC is out of compliance with the LCS Constitution. Its audit function has been replaced with professional auditing beginning in 2014. Its advisory function was never intended to be more than that but some have turned it to an adversarial and personally vindictive role.

Like the rest of us, you can download and read the LCS Constitution, which is crystal clear in Sections 9 and 10 on the matter of who creates, appoints and governs both permanent and ad hoc committees and who they report to. That is our ELECTED Board and officers.

If this isn't satisfactory, the correct response is to amend the Constitution, the procedures for which are also clearly set forth to follow. The LCS Constitution as currently written and adopted by the membership makes NO provision for a self appointed independent internal committee outside of the control of the elected Board.

You also have the option of electing your own Board. Perhaps if you actually put in the considerable effort of being a Board member you would better appreciate what they deal with and how they arrive at tough decisions after sometimes strenuous and time consuming research and discussion.

Or you could even create your own voluntary rump committee and have a representative from it attend board meetings and speak to the board members if you follow the procedure for doing so also spelled out in the Constitution. If you really want to provide advice and oversight, you can do this with the complete independence you want only from outside of the system of governance under this Constitution.

So you are free to continue to offer independent ADVICE to our elected leadership. You are not free to overrule those elected people with a self appointed unelected committee from within LCS.

As you were told at the meeting, the members ELECTED this Board and all other such boards going forward to govern LCS as their representatives. We didn't elect the AAC and while it served its purpose during the past problems and transition to a much more rigorous and accountable system of governance, that purpose no longer exists. It has had a number of members who really helped out at a critical phase in the life of LCS and they deserve our thanks and appreciation.

The causes of that critical phase have been addressed and going forward the challenges relate to the relevance of LCS, the decaying physical plant and the sustainability of the membership base. Freed of governance issues, the Board and officers have made real strides addressing these issues since the adoption of the new Constitution in 2010. The LCS is a far sounder and better run organization now than it was in 2008.

I would suggest you consider not remaining an LCS member as you clearly don't trust the organization or respect its Constitution and duly elected Board and officers. Why would someone want to be a member of an organization one doesn't trust or respect?

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Look shouldn't you folks wait until new management takes over? The idea is to make your point not to win. Both sides are too caught up in winning and frankly many volunteers are tired of this. Yes you have a point and yes they fired you. You can do what you want at the AGM but frankly you don't have the support of members. Remember we elect folks to make decisions for us. That is the difference between a republic and a democracy. LCS is not a democracy. If I don't like the decisions that the board or management makes I can fire them at election time. Last but not least we are talking about Audit points not the law. Frankly I am tired of both immovable objects in any fight.

I am just a volunteer and have nothing to do with management at LCS. Everything I have said is an opinion and I am not

speaking for LCS but myself.

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I would suggest you consider not remaining an LCS member as you clearly don't trust the organization or respect its Constitution and duly elected Board and officers. Why would someone want to be a member of an organization one doesn't trust or respect?

Disagreement can sometimes contribute to making an organization healthier.

I surely would NOT want to belong to an organization where members were asked to leave if they disagreed with an action.

Actually, I don't think my values indicate that I trust or respect LCS. I think the organization adds value to the community - andI would like to see it stay healthy. Trust and respect are not in my vocabulary for LCS. But if that is the way you think - it is fine with me - as we all think differently -

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Disagreement is one thing, disrespect is something else.

Why would you want to belong to an organization you distrust? And why do you think my comments were addressed to you?

No one "asked" anyone to leave. I suggested that Travis, who continues to post distrust and innuendo on this site and others might want to consider not continuing a member in view of his feelings about our elected Board and officers.

Don't put words or intentions in my posts, Max. It wasn't about you. But if the shoe fits, feel free to wear it.

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Mad Max makes an important point.

And, by the way, who was "duly elected"? Most board members become board members by putting themselves up for the post they want. Most often at LCS, there is no opposition and so no "election."

Also, for me a serious discussion of this nature where posters use their code names is useless and invalid.

Lexy

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I am just a volunteer and have nothing to do with management at LCS. Everything I have said is an opinion and I am not

speaking for LCS but myself.

Nice Disclaimer and you are right ------"Let it Go" Sure alot of discontent being expressed lately concerning LCS. Could have a negative impact on people wanting to volunteer.

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Mad Max makes an important point.

And, by the way, who was "duly elected"? Most board members become board members by putting themselves up for the post they want. Most often at LCS, there is no opposition and so no "election."

Also, for me a serious discussion of this nature where posters use their code names is useless and invalid.

Lexy

You can attend the AGM and enter your name into nomination. Prior to the AGM, there is a long public process wherein the nominating committee calls for volunteers to submit their names into nomination. Your implication that the process of nomination is anything less than open and well in advance of the AGM is not correct.

There is ample opportunity in advance of the AGM to enter one's name into nomination. However, if no one does so, then the slate we vote on consists of the people who have done so in advance or the AGM. There is no provision to draft people to run and serve. The process is strictly voluntary.

If you read your LCS newsletters, the nominating process is announced well before the AGM. The usual problem is getting enough people who are willing to serve as being a Board member or officer is often time consuming and thankless.

If only one person stand for a post, the membership does have the right to vote them down and then the position will have to be filled by the process outlined in the Constitution.

Max's point seems to be that he is OK with being a member of an organization he doesn't trust. That certainly is his right and I suppose it is an important point to and about him but I don't see the relevance otherwise. My post wasn't even addressed to him.

What isn't his right is to put words into my posts. I didn't ask anyone to resign or be booted from the membership.

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Mainecoons said: "The AAC was a holdover from the previous lack of governance and poorly written Constitution."

Actually, the independence of the AAC was re-affirmed and its responsibilities were expanded by the board in 2011.

MC: "Your bolded questions were all discussed in detail and answered at the meeting you attended."

No they weren't. You weren't at the meeting. I was.

MC: "The AAC is out of compliance with the LCS Constitution."

No it's not.

MC: "...you could even create your own voluntary rump committee ..."

A completely toothless suggestion. Such an entity wouldn't have access to the information necessary to do the job. The Executive Director and the board would have complete control over all internal documents and information. That's exactly why mandated, independent oversight is needed. Thank you for making the point.

MC: "I would suggest you consider not remaining an LCS member..."

Thank you for the suggestion. If nothing else, you're predictable when you're angry.

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To: LCS Members
From: LCS Board of Directors
Date: March 10, 2014
Re: Establishing an Audit Committee and an Advisory Committee of the
LCS Board of Directors

On February 11, 2014 the LCS Board of Directors voted to create an
Audit Committee of the Board. The Audit Committee will be a Standing
Committee of the Board composed of members with experience in audit
principles and practices. The Audit Committee oversees the proper
external review of the LCS's audited financial statements, as well as
LCS's risk management practices including monitoring the internal
control environment. In addition, the Audit Committee will verify
LCS's compliance with external laws and regulations and internal
policies and procedures. Each member shall be free of any relationship
that, in the opinion of the board, would interfere with his or her
individual exercise of independent judgment.

Keith Martin, the former Audit & Advisory Committee (AAC) chair and a
noted professional in auditing and assessing regulatory compliance,
corporate governance (including board oversight), risk management and
sound financial and operational controls, has agreed to join the Board
and chair the newly created committee.

On March 6, 2014 an Advisory Committee was created to provide advice
and counsel to the Board of Directors on matters of policy, procedures
and governance issues. This committee will be composed of three to
five members and will report monthly to the Board.

Together these two new committees will perform the duties of the
former Audit & Advisory Committee.

At the upcoming March 13th Annual General Meeting (AGM), the
membership will be asked to ratify, for the first time in LCS history,
the hiring of a professionally qualified independent external auditor
to conduct an annual audit of LCS finances, business practices,
governance operations and risk mitigation. Policies and procedures
relating to existing gifts or donations will be examined to
demonstrate to members and potential donors that our processes are
sound and that the proper financial controls are in place. The Audit
Committee will supervise the work of the independent auditor.

Further, recent changes to Mexican tax laws will have a huge impact on
the LCS. These changes may make dues and any donations we receive
taxable. The Board is currently investigating obtaining donataria
(charitable) status to avoid this situation. To obtain this status the
LCS will be required to have audited financial statements from a
properly accredited Mexican accounting firm that conforms to Mexican
law.

The Board of Directors wishes to thank the members of the former Audit
& Advisory Committee for their service and dedication to the Lake
Chapala Society.

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Mainecoons said: "The AAC was a holdover from the previous lack of governance and poorly written Constitution."

Actually, the independence of the AAC was re-affirmed and its responsibilities were expanded by the board in 2011.

MC: "Your bolded questions were all discussed in detail and answered at the meeting you attended."

No they weren't. You weren't at the meeting. I was.

MC: "The AAC is out of compliance with the LCS Constitution."

No it's not.

MC: "...you could even create your own voluntary rump committee ..."

A completely toothless suggestion. Such an entity wouldn't have access to the information necessary to do the job. The Executive Director and the board would have complete control over all internal documents and information. That's exactly why mandated, independent oversight is needed. Thank you for making the point.

MC: "I would suggest you consider not remaining an LCS member..."

Thank you for the suggestion. If nothing else, you're predictable when you're angry.

True, the committee was reaffirmed in 2011. It is now understood that this contravened the Constitution which does not provide for committees independent and not controlled by the Board. IMHO the previous Board did not follow the Constitution in continuing the AAC. I am not the only one who has pointed that out to them.

My wife was at the meeting. Your questions were answered. As soon as the minutes are posted, that will be quite obvious. You just can't accept the answers.

The suggestion for your own unappointed, unelected and uncontrolled rump committee was offered because it would comply with the Constitution. The AAC does not comply with the Constitution because there is no provision for committees independent of the elected Board. All committees are under the control of the Board. This is clearly spelled out in Sections 9 and 10.

If it isn't in the Constitution, you don't get to add it without amending said Constitution. There is a provision clearly stated for that process in there. Why don't you give it a try and see how much support you actually have in the membership? Better yet, why don't you place you name into nomination for the Board on Thursday?

My suggestion was a response to your two threads with obviously distrustful, angry titles. Look in the mirror to find who is the angry one here. These are hardly threads started for the purpose of innocently seeking enlightenment.

Whose watching the money at LCS
Now what is the Board up to?

Answer to both questions: The duly elected Board is watching the money and they are up to the job we elected them for, namely governance. We didn't elect you for anything.

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Niether of the new committess have Governance oversight responsibility, which is needed. The BOD has a history of violating the LCS Constituition. e.g. Ben White missed more than the allowed number of board meetings last year. Aurora Michels has done the same. According to the Constitution a member that misses 3 or more in a row is automatically off the Board. When questioned about it Ben said, "It's really not all that important is it?" I believe that each article in the Constitution is equally important.

In 2012 the Board and ED had the Reserve Fund improperly invested, claiming that having it comingled with the operating funds and invested in a mutual fund was the same as having it in a bank account (checking or savings) as req'd by the Constitution.

Recently the Board denied a member's petition claiming it was "inappropriate." The Constitution is clear that members may petition to have an item on the AGM Agenda if they gather 10 member signatures. There are no other criteria.

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No problem. Amend the Constitution if you can find enough members who agree that the Board needs fully independent "oversight." Since you agree that each article in the Constitution is vitally important then we should both agree that the Constitution we have now specifically grants control of all standing and ad hoc committees to the Board.

So you can either follow my suggestion of setting up your own informal oversight committee and having it attend all Board meetings or you can amend the Constitution to properly provide for an AC that is not under the control of the elected Board or officers.

It appears to me that the Board properly and wisely exercised its authority in setting up a more rigorous audit procedure, making at least that function moot for the AAC.

I agree with you that the AAC never should have continued in the fully independent form beyond January 2011 under this Constitution. I have voiced my criticism of that to several board members.

This is two years after 2012. Is the investment fund properly invested now?

Did the members miss CONSECUTIVE board meetings as the Constitution requires in order to assume they have resigned? From the minutes I see that there has been a vacancy for some months on the Board. I am told that getting people to take this job on is not easy. How would you address that?

Was your petition properly submitted on or before January 15, 2014? I see no mention of it in the minutes of the December 2013, January or February board meetings. When is "recently" and where is the record of this submittal? You left out the part about such petitions having to be submitted by January 15 prior to the AGM. See Section 7.07 line 2.

2) Members can add an item to the agenda by submitting it in writing with a petition signed by at least 10 members to the President by January 15 of the year in which the next scheduled AGM is held.
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No problem. Amend the Constitution if you can find enough members who agree that the Board needs fully independent "oversight." Since you agree that each article in the Constitution is vitally important then we should both agree that the Constitution we have now specifically grants control of all standing and ad hoc committees to the Board.

So you can either follow my suggestion of setting up your own informal oversight committee and having it attend all Board meetings or you can amend the Constitution to properly provide for an AC that is not under the control of the elected Board or officers.

It appears to me that the Board properly and wisely exercised its authority in setting up a more rigorous audit procedure, making at least that function moot for the AAC.

I agree with you that the AAC never should have continued in the fully independent form beyond January 2011 under this Constitution. I have voiced my criticism of that to several board members.

This is two years after 2012. Is the investment fund properly invested now?

Did the members miss CONSECUTIVE board meetings as the Constitution requires in order to assume they have resigned? From the minutes I see that there has been a vacancy for some months on the Board. I am told that getting people to take this job on is not easy. How would you address that?

Was your petition properly submitted on or before January 15, 2014? I see no mention of it in the minutes of the December 2013, January or February board meetings. When is "recently" and where is the record of this submittal? You left out the part about such petitions having to be submitted by January 15 prior to the AGM. See Section 7.07 line 2.

Dan, if I vote for Andy in Thursday's election will I also be voting for you?

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No. Under the Constitution we can't both serve on the Board at the same time. I actually considered running for the board if she chose not to because I do think it would benefit from my point of view that the Constitution must be followed to the letter or properly amended if necessary. For now, I'll have to be satisfied watching and commenting from the outside as a member of LCS in good standing.

Which is just as well since the graffiti work still takes a fair amount of time and Harry has asked me to get involved in a project involving repairing/replacing all the broken trash cans around town. Anyone who would like to assist in that, please PM me.

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