Well said, Linda. I am so troubled by all this contention.
Leigh G.Mundhenk, PhDWorkConcepts(207)772-2550mundhenk@xxxxxxxxx
Sent via the Samsung Galaxy Express 3, an AT&T 4G LTE smartphone
-------- Original message --------From: Linda Carleton
<lindacarleton01@xxxxxxxxx> Date: 7/3/16 5:19 PM (GMT-05:00) To:
phoenixchorale@xxxxxxxxxxxxx Subject: [phoenixchorale] Re: Letter of
explanation
Appointing a Board of only yourselves and firing our director do not seem to be
actions furthering peace within our organization, never mind within the world.
There has to be another way forward.
Linda C
Sent from my iPad
On Jul 3, 2016, at 5:05 PM, roryphoenix@xxxxxxxxxxxxxxxxxxx wrote:
To concerned people:
Anna, Russ, and Rory are sending this letter to all of you in the hopes that
we can clarify the current state of the organization and the steps we have
taken recently to fully comply with our obligations under the charter of the
organization.
In January, at a time when we had significant unpaid bills, one of us (Rory)
secured a very substantial gift ($42,000), through a very dear old friend,
that enabled us to pay the A/D for all her past work (we had been $800 short)
as well as a large bonus ($2,500). Almost immediately, conflicts arose among
the leadership concerning the use of the rest of the financial resources of
the organization. Shortly thereafter, improper attempts commenced, on a very
flimsy pretext, to oust Rory from the Board. Rory was the founder of the
chorale, and no documented complaints had ever arisen regarding him, or
indeed anybody else on the board, prior to this time.
While the rest of us objected to the co-chairs' plan to obtain control over
the assets of the organization, they initiated further improper steps to
influence the board; these were untimately unsuccessful. With the board split
3-3 over this issue, the co-chairs called the annual meeting of the
membership, ignoring the requirement in the bylaws that only the board as a
whole was empowered to call the meeting. We believe the timing and intent of
those calling this meeting was not in the best interests of the chorale, and
certainly was in violation of the principle of consensus enshrined in the
bylaws.
Prior to June 8, it is doubtful that anyone appreciated the fact that neither
the board nor the bylaws had ever been approved according to very clear state
law (see section 403 of Title 13-B, keeping in mind that our Articles of
Incorporation were only signed by incorporators, who were three in number).
Not knowing this, when we, in our alarm over the actions of the co-chairs,
consulted with an attorney for advice on how best to protect the assets of
the chorale, we learned of the mistakes that were made during the initial
incorporation process. We learned specifically that the incorporators failed
to call an organization meeting to approve bylaws and appoint the initial
Board of Directors. The incorporators are Anna Noyes Benoit, Russell Glidden
and Linda Atherton. So following the law, we called a meeting of the three
incorporators. Linda Atherton acknowledged receipt of her registered mail
invitation via return mail receipt, but declined to attend the meeting. A
quorum of two incorporators attended the meeting. We met on Monday, June 20
and elected the initial Board of Directors. The Board consists of Russ
Glidden as President, Rory Sellers as Treasurer and Anna Noyes Benoit as
Secretary.
This experience has been harrowing for us, whose only interest is in
wholeheartedly pursuing the Mission of the chorale and protecting the
substantial assets of the chorale to do so. One of our goals is to formulate
a structure under which it is very unlikely that we could experience a repeat
of the recent events that have gravely damaged the organization.
Expect future announcements explaining how we intend to proceed.
One final thought:
While we wish to protect our assets to ensure that a social justice choir
succeeds and grows in Portland, we do not wish to cause further pain by
organizing under the name Phoenix Chorale Portland. Assuming a legal way can
be found to do so, we are quite willing to freely transfer this name to an
appropriate representative of the organization, and to subsequently organize
under a new name.
For now, we remain Phoenix Chorale Portland, Inc. But under any name and any
bylaws, our mission is and always will be to promote social justice through
song.
Thank you.
Rory Sellers (roryphoenix@xxxxxxxxxxxxxxxxxxx)
Russ Glidden (freestyle04098@xxxxxxx)
Anna Noyes Benoit (purple16@xxxxxxxxxxxx)
