NJ-GSNJ-L Archives

From: "Joan M Lowry" <>
Subject: [NJ-GSNJ] The NYG&B Issue
Date: Wed, 11 Jul 2007 20:02:04 -0400

Folks

I apologize for starting this discussion and then disappearing! I had to go
out of town for a few days and had only very limited email access... I'll
try to respond to some of your messages later this evening. In the
meantime, I wanted to share with you a message written by long-time GSNJ and
NYG&B member, Roger Joslyn. Roger is also an FGBS (Fellow of the NYG&B),
and an FASG (Fellow of the American Society of Genealogists). He has long
been involved in matters relating to the NYG&B and is more qualified than I
to speak on this issue.

I hope you will take the time to read his message (which is long) and
consider his points.

Thanks
Joan

(again, speaking only as an individual and member of the NYG&B and not
speaking from any official GSNJ position.)

Roger Joslyn's message:
-------------

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 own.

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 §§ 501–511 and Religious Corporations Law §
12, available online at <oag.state.ny.us/charities/forms/sales.pdf>.

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

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• [NJ-GSNJ] The NYG&B Issue by "Joan M Lowry" <>