APG-L ArchivesArchiver > APG > 2007-07 > 1184214971
From: Leslie Corn <>
Subject: Re: [APG] NYG&BS (long)
Date: Thu, 12 Jul 2007 00:39:26 -0400
I would like to add some comments to Roger’s. I fully agree with what he has
written. Based on the flurry of emails in response to his, there are many
others who do, too.
I, also, have voted against giving all power over the G&B to a board of
fifteen and disenfranchising myself and all other members. I want what’s
best for the G&B and don’t feel that the board has recommended a good way to
approach the organization’s future.
I have been an active member of the NYGBS and, over the years, have served
on various committees. Sadly, I have also seen the increased insularity of
the board and its apparent lack of planning for the future. Its name-calling
and finger-pointing are certainly not part of a proactive and wise
leadership and not one I wish to entrust, blindly, with the G&B’s governance
I have witnessed leadership’s intolerance with and ignoring of suggestions
from members and others well qualified to advise. The board currently
doesn’t include even one trustee who has a day-to-day, in-the-field working
knowledge of genealogy. How can this group determine, on its own, the best
way for the NYGBS to meet the future of the changing world of genealogy?
Do board members even know their own library? Certainly not all of them,
based on the chairman’s incorrect statement in the last New York Researcher
that, “Most of our Library is now duplicated online and elsewhere for free.”
This is patently untrue, as is well known by those familiar with the
What company can survive without its leadership having knowledge of its
I fear that the board’s attempt to eliminate members from having a say will
only lead the board into increased insularity, to the detriment of the G&B.
I most sincerely hope I am wrong, but can we afford the risk of an
under-informed, isolated, “because-I-say-so” leadership?
Over the last few years, the Society’s endowment has shrunk from about
$5,000,000 to what is now probably in the low six figures. (The 2006
financials have not been posted to the website, as I gather they should have
been.) Though I do not know from my own experience, I have been told that
this loss was primarily due to poor investments and lack of oversight of
those investments—oversight that was and is a primary fiduciary
responsibility of the board.
In the chairman’s June 22, 2007, letter to the membership, he stated, in
asking for members’ votes in favor of disenfranchisement: “This change is
similar to the one made at the New England Historic Genealogical Society
years ago, and all the members, staff, and trustees we’ve heard from have
heartily recommended such governance reform to the G&B.”
Both parts of that sentence give pause. Many of us are against “such
governance reform.” This is known by the leadership.
Also, as I understand NEHGS’s governance, there is, in addition to the
board, a Council of the Corporation responsible for oversight of the board.
What the trustees of the G&B are proposing is to take authority away from
everyone but their self-appointed group of fifteen. Where is the oversight?
If lack of oversight led us into this crisis, how can the leaders be trusted
not to take the $24,000,000 from the sale of the building and make the same
mistakes again? What reasons have they given us to trust their judgment and
leave them without the oversight and contributions that enfranchised members
would bring? What proof have they given us over the last few years that they
have any viable plans for the survival of the G&B, beyond broad,
unsubstantiated statements? Why should we entrust complete control to
leadership that doesn’t even know its organization’s holdings?
I, like other members, would like to see the board, as the chairman wrote,
“act nimbly and grasp its future opportunities.” I wish, with all my heart,
that the G&B can get back on course and thrive. So far, I’ve seen little
evidence of this board’s ability to lead. Without members’ help to guide
the way, I fear for the very survival of the NYGBS, its library and
Please, as Roger mentioned, carefully review the proposed changes to the
by-laws, before you vote, or take a look, if you have already voted without
reading them. The proposed changes are available to members at
As Roger explained, if you’ve already voted “yes” and mailed your proxy, but
feel it’s the right choice to change that vote to a “no,” it’s not too late
to do so.
Leslie Corn, CG, FGBS
Genealogical Research, Due Diligence, & Missing Heirs
New York, NY
On 7/12/07 12:14 AM, Roger Joslyn wrote:
> Date: Thu, 12 Jul 2007 03:56:45 GMT
> From: "" <>
> Subject: [APG] NYG&BS
> Message-ID: <>
> Content-Type: text/plain
> Some of you may have been following the various discussions online (at
> APG, BCG, Rootsweb, etc.) concerning the recent bylaws changes proposed
> by the board of trustees of The New York Genealogical and Biographical
> Society (NYG&BS, G&B).
> As a long-time and active member, I am saddened, no, I am appalled by
> the board‚s proposed changes to the bylaws.
> These proposed changes include having members vote to:
> (1) Eliminate all members of the G&B. The Society, as the new bylaws
> state, „shall have no members.‰
> (2) Give up their right to vote for trustees, bylaws changes, and any
> other changes in the organization, now or any time in the future. This
> disenfranchisement is permanent.
> (3) Empower a board of only fifteen trustees to remove itself from
> accountability in any manner, in governance or fiscally, except as
> mandated by law.
> (4) Empower this board of fifteen to listen to no other voices than its
> Some members may have voted without reading the proposed change (it was
> not mailed with the proxy vote and can only be seen in the members‚
> area of the G&B‚s website) and others may have voted before the
> proposed changes were online (the mailing went out ahead of the society
> getting the changes online). Perhaps some members do not understand the
> possible far-reaching negative consequences of a positive vote.
> While it is true most members of a genealogical society probably do not
> participate in its elections, to paraphrase one person who has posted
> online about this proposed bylaws change: One can chose to vote or not
> to vote, but not having a right to vote is another matter.
> The NYG&BS has the upper hand in soliciting its proxy votes for the
> proposed bylaws change. They could tell their side of the story and
> they did so, in my opinion and experience, incorrectly.
> Waddell Stillman, chair of the society‚s board of trustees, explained
> in his cover letter to the proxy ballot of June 22, 2007, that the
> changes in the bylaws are needed to protect the society from such
> dissidents who voiced a different opinion about the G&B‚s sale of its
> building: „A handful of members, acting to thwart the unanimous vote of
> the board of trustees and overwhelming vote of the membership, delayed
> the sale for months. The NY State Supreme Court felt obligated to hear
> these few dissenters out, long after the NY State Attorney General had
> endorsed the sale, because our governance system gives each individual
> member legal standing to object to a proposed action. In addition, of
> course, the buyer of our building was only too happy to keep his money
> while time wasted away, costing the G&B tens of thousands of dollars in
> foregone interest income it cannot recover‰ (emphasis added). The same
> incorrect statement was made by the outgoing chair of the board of
> trustees, Harry Lindh, at the society‚s annual meeting on 6 March of
> this year, and most recently by the president of the society, William
> P. Johns, in the Spring 2007 issue of The New York Researcher.
> First, as we should all appreciate in this country, it is the legal
> right for members to voice opinions different from the board. Members
> should not be bullied, chastised, or made into scapegoats, because of
> differing opinions.
> Second, since the NYG&BS is a not-for-profit organization, approval for
> the sale of its building had to be made by the Charities Bureau of the
> New York Attorney General‚s office.
> Third, once the Bureau‚s opinion was completed, then and only then
> could a hearing in the New York Supreme Court be scheduled at which
> „interested parties‰ could appear and present arguments against the
> decision. All this is laid out in A Guide to Sales and Other
> Dispositions of Assets Pursuant to Not-For-Profit Corporation Law §§
> 501ˆ511 and Religious Corporations Law § 12, available online at
> According to an attorney in the Charities Bureau, there is normally a
> fifteen-day wait for a hearing to be scheduled after the Attorney
> General has approved a sale, but, as I was told, the G&B „lobbied
> heavily‰ to shorten the time. The hearing was, therefore, scheduled
> within a few days of the Charities Bureau‚s decision on the sale.
> The attorney knew of no delay for „months,‰ as the president and the
> chairman have stated. The Attorney General and State Supreme Court did
> not hear „objections from these few members over the course of several
> months this winter and spring,‰ as claimed by Mr. Johns in his
> president‚s column in the latest Researcher, nor, as the president also
> wrote, did these persons „[succeed]...in robbing the Society of the
> ability to act decisively and in its best interest.‰
> The board‚s insistence that the by-laws should be changed and members
> eliminated because of this supposed lengthy delay is, therefore, from
> what I have been told, based on a false premise.
> The Charities Bureau attorney was also surprised that Mr. Stillman
> claimed in his letter that the cost of the supposed delay was „tens of
> thousands of dollars,‰ which the attorney said could only be possible
> if the legal fees were around $10,000 an hour.
> Personally, I have little confidence in a board that resorts to
> misrepresenting the facts. I have serious concerns about entrusting the
> board absolutely and without oversight in the future of the G&B,
> considering its fiscal track record and utter lack of proposed plans
> for the future. The board has only resorted to scapegoating and
> finger-pointing and empty statements of positive change. They have
> given us no reason to believe in its ability to lead.
> I vote „No‰ to empowering this group of fifteen to have absolute power
> over the NYGBS. I do not believe that the board has shown itself to be
> worthy of such a trust.
> If you have not voted, please do so now as you see fit, knowing all the
> facts. If you have not read the proposed bylaws changes before voting,
> please do so.
> If you have voted and wish to change your vote, I have been advised by
> counsel that you can change your proxy vote. Simply download a new
> proxy form from the G&B‚s website and clearly mark on it the date and a
> note that this is to replace your earlier proxy vote. You can also come
> to the meeting at the society on 19 July and request that your proxy be
> destroyed and vote at the meeting.
> Roger D. Joslyn, CG, FGBS, FASG
|Re: [APG] NYG&BS (long) by Leslie Corn <>|