[ SHOWGSD-L ] Re: Considerations for those that care about the GSDCA
- From: edwinx@xxxxxxxxxxx
- To: "" <dmarc-noreply@xxxxxxxxxxxxx>, Showgsd-l GSDList <showgsd-l@xxxxxxxxxxxxx>
- Date: Fri, 29 Aug 2014 01:10:28 +0000 (UTC)
politics? Sounds like those two gentlemen will be running for the BOD soon
and. I believe both have served over 10 year. Enough said. Ed Hill
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------ Original Message ------
From: Joan Fox
To: freelist
Sent: August 28, 2014 at 4:41 PM
Subject: [ SHOWGSD-L ] Considerations for those that care about the GSDCA
To Members of the
Board of Directors of the German Shepherd Dog Club of America, Inc.
>The internet and telephone lines have been full of innuendo, speculation,
rumors and comments regarding the recent World Trials sponsored by the
GermanShepherd Dog Club of America, Inc. (GSDCA) Comments on the âListâ
range from praise to why do we care about the relationship between the GSDCA
and the German Shepherd Dog Club of America - Working Dog Association, Inc.
(WDA). Other comments suggest the GSDCA went into the Trial with little
planning, not fully understanding the cost of such event and with little
oversight. Prior Boards of Directors knew combining the World Trial with the
Centennial Show was going to be a significant effort and a strong
relationship with the WDA was necessary to âallegedlyâ insure the Trial
would be fully planned, successfully managed and would be a world class
event. Apparently the relationship is going horribly wrong.
>As full disclosure, the co-authors of this memo have been members of the
GSDCA for nearly 40 years, each, served as officers, board members and
committee chairs for numerous years and were also members of the WDA,
servingas officers and board members in that organization. We have seen the
highs and lows in the operation of the GSDCA over those 40 years, filing of
law suits against the GSDCA and other internal struggles. But this recent
controversy disclosed by the President of the GSDCA between the Club and the
WDA is unusual in its scope and apparently in its cost to the treasury of
theGSDCA. This is not a trivial matter.
>We were advised that at the January Board meeting of the GSDCA a
substantialperiod of closed session time was devoted to this controversy
after a meeting of representatives between the GSDCA and WDA held in Las
Vegas. The Board -O-Gram had no information of substance of the meeting
between the parties or of the report made to the Board of the GSDCA. We
presume because of the growing publicity of the controversy, including
rumorsrelating to the substantial losses experienced in the Trail which
directly affect the financial condition of the GSDCA, the President issued a
memo to the members of the GSDCA outlining the information to date. However
the memo seemed to present as many questions as answered.
>It is the focus of this letter to challenge the Board of Directors (the
Board) to fulfill its fiduciary responsibility to the membership of the
GSDCA. Three important duties seem apparent. First, we are led to believe
theaudit of the financial standing of the GSDCA for calendar year 2012 is
notcomplete. If this is true, it is now 10 to 12 months after the close of
the financial books of the GSDCA for that fiscal year. Further, if it is
truethe 2012 audit is not complete; the financial reports provided by the
Treasurer to the Board for 2012, 2013 and through 2014 to date may or may
notfully represent the financial condition of the GSDCA. The Treasurer
reports the financial information provided to the Board is not audited but
isthe Treasurer's best effort to state financial condition of the GSDCA as
ofthe date of the report. Further, if it is true the 2012 audit is not
complete; the audit of the 2013 calendar year cannot be commenced until the
audit
of 2012 is complete.
>If the losses as reported in recent memos from the President relating to
the2013 Trial are correct, the membership should be made fully aware of the
financial status of the Club as soon as possible.
>The first challenge to the Board - complete a full and unvarnished
investigation into the issues, reasons and impediments to completion of the
2012 financial audit if the audit is not complete as of today, and publish
inthe Review the results of the investigation. Board members know they are
charged with fiduciary responsibility for preserving the assets and protect
the financial well-being of the GSDCA, yet if not complete, the 2012 audit
appears to be unnecessarily overdue and no information has been delivered to
the membership for the reasons.
>The second challenge to the Board is to complete a full investigation
(againdue diligence and fiduciary responsibility) into the development of
therelationship between the GSDCA and the WDA regarding the World Trial.
Thiseffort should focus on, among other items, written documentation, if
any,prepared for approval of the Boards of the two parties outlining
responsibilities and accountabilities of each of the parties, if there were
oral agreements made between the parties that were not privy to the Boards,
examination of the budget development process and the final budget for the
Trial, who or what committee was responsible for oversight on the Trial and
initiating cost control efforts if necessary, the approvals necessary for
incurring costs and expenses, if any, not included in the final budget,
disclosure of the effect of on the financial status of the GSDCA relating to
the final financial cost and expense of the Trial, and an overall analysis
of
the event and outcomes
>. A significant question to be answered is whether the GSDCA Board approved
all written documents; does the Board of the GSDCA know if the documents
approved by the board of the WDA; were oral agreements, if any, made between
the parties disclosed to the Boards and finally, what are the final cost and
expense numbers that will be paid by the GSDCA.
>The third challenge is to post all written documents between the parties on
the members section of the GSDCA web site. There is no legal impediment to
doing so as the documents speak for themselves. If litigation is commenced,
the documents will be produced in any event. We are not asking for a legal
analysis of the position of the GSDCA relating to these documents; the
members can make their own conclusions.
>After completing the challenges, a full report should be prepared and
delivered to the membership to reduce speculation, rumor and innuendo.
>We well know members of the Board serve without compensation and contribute
substantial hours into the effort to support the objectives of the GSDCA as
set forth in the By-laws. However in view of the disclosure that the GSDCA
could experience a loss of in excess of $100,000 relating to the Trial with
other costs and expenses still in dispute, lawyers issuing demand letters
andthreats of law suits, it is absolutely necessary that the full Board take
responsibility for clearing up these problems and issue a report. This is a
necessity in view of the need for transparency of operation of the GSDCA. If
settlement of the disputed costs and expenses are necessary, what will be
thebasis for such settlements? We worry may be significant impairments to
thefinancial stability of the GSDCA.
>
>
>We know that if lawsuits are filed, communication with the membership on
claims will be difficult as legal counsel will want to control disclosures.
However, the membership should be made aware that if t a claim is filed
against the GSDCA based on an oral or written contract, the insurance
companymay issue a letter of reservation indicating that while the insurance
company will more than likely pay the cost of defense of the GSDCA Board and
its officers and directors, it will have no responsibility for judgments, if
any, on a breach of contract.
>We want to indicate there is no prohibition regarding distribution of this
letter to any other party.
>Ken Downing &LaMar Frederick
>
>
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POST is Copyrighted 2014. All material remains the property of the original
author and of GSD Communication, Inc. NO REPRODUCTIONS or FORWARDS of any kind
are permitted without prior permission of the original author AND of the
Showgsd-l Management. ALL RIGHTS RESERVED.
Each Author is responsible for the content of his/her post. This group and its
administrators are not responsible for the comments or opinions expressed in
any post.
ALL PERSONS ARE ON NOTICE THAT THE FORWARDING, REPRODUCTION OR USE IN ANY
MANNER OF ANY MATERIAL WHICH APPEARS ON SHOWGSD-L WITHOUT THE EXPRESS
PERMISSION OF ALL PARTIES TO THE POST AND THE LIST MANAGEMENT IS EXPRESSLY
FORBIDDEN, AND IS A VIOLATION OF LAW. VIOLATORS OF THIS PROHIBITION WILL BE
PROSECUTED.
For assistance, please contact the List Management at admin@xxxxxxxxxxx
VISIT OUR WEBSITE - http://showgsd.org SUBSCRIPTION:
http://showgsd.org/mail.html
NATIONAL BLOG - http://gsdnational.blogspot.com/
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