Post by crazydima on Jun 26, 2006 11:45:44 GMT -5
Tovarischi,
Here are the meeting minutes for the April 19th HRS meeting.
The techincal apsects of this board only allow for a maximum number of characters to be posted. Due to the length of the minutes from Apil 19th it exceeds this maximum and so it has to be posted in two parts. This is part 1.
I have not revised or altered the minutes and are posted as I received them.
Enjoy!
Sincerely,
Dima
World War II Historical Re-Enactment Society, Inc.
Minutes of the Closed Board Meeting
April 19, 2006 – 8:30 P.M.
Those Present:
Dave Fornell – VP
Marilyn Fornell – Treasurer
Brian Jones – Commonwealth Rep
Rick Pennington – Axis Rep
Dave Halseth – Allied Rep
Unknown Individual(s)
Randy Palmer and Ken Thompson did not participate.
Meeting was convened by Dave Fornell
DF Chaired Meeting.
Purpose of meeting to Discuss and vote on charges lodged against Randy Palmer, President, Marilyn Fornell, Treasurer, and Tim Scherrer, member. Ken Thompson, Secretary, notified Board he was unable to attend due to a previous commitment.
In accordance with the WWII HRS by-laws, Article V., Section 1 & 3 the BOD members present called a closed meeting with regards charges against Randall Palmer, Marilyn Fornell and Tim Scherrer, and the future of the board as a whole.
DF read from a prepared agenda and asked to have Item 3 (impeachment of MF) be addressed first and the BOD agreed. Before commencing a discussion regarding the impeachment charges Rick Pennington stated that he objected to the charges brought by against MF as the word ‘impeach’ does not even appear in the by-laws. Dave Fornell, chairing the meeting, duly noted objection, but indicated that the meeting would proceed.
MF citing that the charges against her are 11 pages long recommended, providing all those present had been able to review the charges, that the reading of the charges in their entirety be waived and her responses be read. This was unanimously agreed. DF read only the charges and had MF respond.
In general MF objects to the complaint in its entirety because the by-laws do not provide for the ‘impeachment’ of a member or bod member.
1. CHARGE: Violation of by-laws – failure to complete duties of the elected office of secretary as minutes were not taken.
RESPONSE: (See attached for full response) MF was not the elected secretary in 2004, has resigned her position as secretary in January 2006, in part, due to Scherrer’s objection to there being no minutes. In essence, the charge should be dismissed because you cannot remove a person for wrongdoings allegedly done while in a position they no longer hold.
A discussion ensued about MF being secretary in 2004. Tim Coppe was the elected secretary in 2004, MF stepped in upon his resignation. Recently minutes from ’04 were found that had been taken by Stephanie Batroni-Fornell. MF resigned the secretary's position in part because of the minutes issue, so the issue had been solved.
Motion made by DH to accept or reject the charge, 2nd by RP
Vote taken and unanimously rejected
2. Charge: Nepotism
MF read prepared statement. By-laws do not refer to nepotism, nor address it. MF stated that she felt it would be nearly impossible to find members of the HRS who do not know the relationship between Mr. Fornell and herself, although Mr. Scherrer claims that she failed to reveal the relationship to the membership and the board. MF, DF and SBF had served as secretary, treasurer, vice president and Edge editor for years with no objections from the constituancy. MF stated that if nepotism were an issue within the HRS many units would be affected who have relatives serving in leadership positions. This charge has no effect if the by-laws do not refer to it.
DF stated that he was present when he was voted in as VP. He was voted in by a vote of 4 Yes to 2 Abstentions. Discussion ensued regarding the way DF was placed on the board. DH stated that he has never observed any favoritism on the part of any of the Fornell’s while on the board or in the position of Editor. It was discussed about the term nepotism being in the by-laws, DH and DF both stated that neither of them had ever seen the word in the by-laws. MF did a word search of the by-law document (located on her computer hard drive) itself and did not find that the word existed in the by-law document
Motion made by RP to accept or reject the charge, seconded by BJ:
Vote taken and unanimously rejected.
Charge: Personal attack against Tim Scherrer pursuant to an article in the EDGE is February 2006 titled “All it takes is one bad apple”. Scherrer charges that the article was a personal attack against him by MF.
Response to Charge: MF states that there was no mention of a person, city or state in her article which was designed to inform the membership of why she was resigning as secretary of the organization and if Mr. Scherrer believes he was the ‘bad apple’ then he must feel guilty about something. It was her right to write the story and even if she had named the ‘bad apple’ there certainly would be no grounds for a removal of office for being honest. MF stated that TS has posted his charges against her on the web without her permission. At least her article remained private within the organization. He has taken it upon himself to post information designed to embarrass her and the organization on the entire web.
Discussion – DF stated that TS had become a ‘limited public figure,’ someone who becomes involved in a process, such as pressing charges and discussion at open meetings, and thus his name becomes ‘fair game’ and MF could have used it in the article she wrote.
Motion made by BJ to accept or reject the charge, seconded by DH:
Vote taken and unanimously rejected.
Charge: Malfeasance – Insurance. Scherrer alleges MF overstepped her bounds as a board member by contacting two entities Scherrer requested Certificates of Insurance for and falsifying information.
Response to charge: MF attempted to clarify to Mr. Scherrer, via email, the need to ask entities hosting events the NEED for a certificate of insurance naming Additional Insureds. After an unpleasant response from Scherrer, MF received three requests for COIs from Scherrer. Instead of processing the requests for the COIs and incurring $300 in fees from the insurance carrier, MF took it upon herself to contact the City of Columbia, MO and the Audrain County Historical Society; specifically Sarah Perry, Columbia Risk Manager, and a person who identified herself as Dana Keller, Director, of the historical society. When they were posed the question whether they really needed to be named as Additional Insureds or simply needed proof of insurance, both responded that they only needed proof of the coverage, thus saving the society $300.00. MF defends her actions that protected the financial assets of the Society.
A discussion ensued and the BoD discussed the instances in the past when Mr. Scherrer has admonished the board for spending Society funds frivolously, in his opinion. MF made the comment that she felt this charge was retribution because she had proven him wrong when it came to requesting the COIs. Proof that she was correct and he was incorrect is that this issue has been laid to rest since MF faxed a copy of a generic COI to both entities. If MF had been remiss in her conduct, Scherrer or Columbia, MO or the historical society would have come back and demanded the COIs naming additional insureds. This however is not the case. Nor had Scherrer cancelled the scheduled event(s) due to the absence of these certificates. Brian Jones stated that Mr. Scherrer should have thanked MF instead of being on the attack.
Motion made by RP to accept or reject charge, seconded by BJ:
Vote taken and unanimously rejected.
DF said overall the charges need to be voted on. Motion made by D. Halseth to accept or deny the charges for impeachment against Marilyn Fornell, seconded by B. Jones.
4 votes to reject all impeachment charges
1 Abstention
Motion to reject the charges in their entirety passed
Next order of business, the removal from office of Randall Palmer, President. An email from Randall Palmer was read.
Charge 1 – Conduct discrediting the Society
Discussion:
Not once coming to the defense of any board member, other than perhaps K. Thompson, after numerous and incessant verbal and written attacks. Look at recent emails regarding, veiled threats to turn people into State and Federal agencies. D. Halseth stated that he had to support the charge especially since viewing the emails just in the last week or so. B. Jones agreed with Halseth about Randall being a threat to the Society and stated it was a sad time for the HRS. His threats are extremely intimidating going above and beyond his authority – totally out of order. The Bd. Emails have been released to the public. Greg Lee’s comments last weekend were based solely on an email sent to Randall from Dave Fornell just the night before. Not once was there a reprimand from Palmer to Scherrer for attacking the board. MF read a partial list of 13 questions that have been posed to R. Palmer that he never responded to. Questions have continually gone unanswered. B. Jones stated he thought there was a secret agenda going on. Only one-way communication with the board. DF stated that he had a conversation with Palmer and that Palmer stated that people were ticked off about not having minutes of the past meetings and DF stated that this was a pet peeve of his in the past when he was editor of the newsletter. MF stated that she acknowledged being remiss, when she was Secretary, of not publishing the minutes and asked the board members who have served for longer than a year how many complaints had been received regarding the minutes not being published. DH responded, “zero”. DF stated that not publishing the minutes gives the impression of impropriety. However, as he has sat in on nearly every board meeting over the past 5 years, he stated he has never seen any hint of impropriety except when it came to Mike Smith who, it was found, embezzled more than $17,000 from the society.
RP made the statement that Palmer “talks to you and not with you”. DF asked if this charge was based on how the rest of the board thought the society should be run, or because we perceive him as a legitimate threat to the society. MF stated that she was attempting to keep her personal views out of the thought process. She has the distinct impression, from reading other peoples emails that have been forwarded to her, that Palmer has been disseminating the content of private emails to him to all nature of forums on the internet. She feels this has been in an attempt to discredit others on the board.
BJ stated that his last round of emails, threatening, albeit in a veiled manner, to turn individuals into government agencies for possible tax evasion was sufficient grounds for impeachment. The reference here is to emails to M. Bollow and D. Halseth stating that he demanded these individuals produce personal financial information with regards to their receipt of HRS funds for expense reimbursements and fees with the notation on each email, in red, that the emails would be made available to any government agency that requested to see them.
Motion made by DH to accept Charge 1 and seconded by MF.
Vote taken and unanimously passed.
CHARGE #2: (Conduct Discrediting to the Society)
Through subterfuge designed to hide his real objectives, he has jeopardized the entire stability of the society.
Discussion:
DF asked what proof the board felt was present for this charge. DH stated that Palmer never actually stated what his objectives were for the society, although he referred to them repeatedly and was asked, repeatedly by the board, what his objectives were. He never responded to any of these requests for clarification. There was a perceived mutual ideology between Palmer and Scherrer aimed at a continual attack against all board members other than Thompson. MF went on to state that the majority of the sitting board (DH, BJ, RP and MF) had a reputation going back, in some cases, years that was impeccable. MF felt that the President of the society would, and should come to the defense of the board and that one could only assume that there are alterior motives when Palmer did not do that.
DH stated that whenever Scherrer made any statements or accusations, Palmer remained silent. He went on to say that Palmer didn’t need to take sides, but he could have gotten involved with the core of the dialogue. DH went on to state that the board, over the past few years, has never heard a negative word out of Scherrer in regards to the HRS or its board until Palmer became a member. MF stated that she had emails in the files to bear this out. The only communications received from Scherrer were either to ask about the status of a charter, or a COI or a “nice going” email about how the board was handling a particular situation. Palmer was elected and the negative emails from Scherrer began two days after Palmer’s election to vice president and to this day have not stopped. MF went on to state that she is probably personally responsible for the destruction of a forest because of having to print out all the emails from Scherrer.
DH stated that this status resulted in a board fighting amongst itself which resulted in it not being able to function effectively. BJ stated that he totally agreed with the statements made by DH and MF and his perception was the Palmer treated the rest of the board as though they were stupid and unworthy of a response. DH went on to say that there is no evidence that Palmer has any desire to work with the board on any level. The board agreed that Palmer did not need to be in “lock step” with the rest of the board, and that the board was not required to be in “lock step” with his ideas.
MF stated that in the past whenever there was a difference of opinion, the board members sat down and worked it out and always kept the best interest of the society at the forefront. This is not what Palmer has attempted to achieve. DH pointed out that in the past, when there were differences of opinions amongst the board members, they were settled ‘in house’, never brought out in public and not splashed across web pages and forums.
DF made a point that when a professional journalist covers school boards, park districts, city councils, etc. (NOTE: DAVE FORNELL IS A PROFESSIONAL JOURNALIST) – they all have disputes amongst their members. The HRS board has always taken these disputes to closed sessions, or have held a board work shop to iron out the issues. MF made the observation that DH had offered, and recommended, that the board meet in closed session to discuss the many issues regarding Palmer and that he declined every invitation stating that he would not meet with the board unless the general membership was involved. Palmer stated that he was not interested in meeting in such a forum and had made the statement that the board should go ahead and impeach him.
DF asked to have two questions:
Does the board feel there was some sort of alterior motive or design to hide Palmers objective as being President of the society?
Although no formal vote was taken the unanimous consensious of opion was “yes”.
Do you feel that Palmer has jeapordized the entire stability of the society through his actions, or lack of them?
Although no formal vote was taken the unanimous concensious of opinion was “Yes”.
Motion made by MF to accept Charge 2 and seconded by RP.
Vote taken and unanimously passed.
CHARGE #3: (Neglect of Duties)
Through inaction on his part he has silently communicated his agreement with unproven and frivolous allegations made by another member, destabilizing the entire fabric of a board whose members have a proven professional, honest and forthright reputation within the society.
Motion made by DH to accept Charge 3 and seconded by RP.
Vote taken and unanimously passed.
CHARGE #4: (Malfeasance)
Defaming and causing embarrassment to a member of the society at an open board meeting by representing that a private communication between the newsletter editor and himself as the editor’s official ‘report’ to the board. This email contained the editor’s personal opinions with regards to Mr. Palmer and had no place at a board meeting, nor was it or was it intended to be construed as an official report to be made public.
Discussion:
DH stated that he did not agree with the way Mr. Bollow worded things, but he was expressing himself to Palmer in a private email that was presented to the board as an official report. MF confirmed that she was aware that the email presented to the board as a “report” was in fact a private communication, never intended to be made public by Mr. Bollow. She went on to state that Bollow, at times needs no help in looking like “an Hawkeyes Suck!”, however, the release and reading of this communication was inappropriate, deceptive and designed to embarrass Bollow
Motion made by DH to accept Charge 4 and seconded by MF.
Vote taken and unanimously passed.
CHARGE #5: (Malfeasance)
Making decisions regarding the unit chartering process and suspending the application process and consideration of new unit charters arbitrarily and without the knowledge, nor approval, nor consent of a majority of the board of directors.
Discussion:
DF asked if there was an email that substantiated this charge. MF stated that she believed there was such an email. DF stated that he had not received such an email, only the residual effect of this communication asking why the process was being held up.
Motion made by MF to table vote on Charge #5 while email history was examined, seconded by BJ.
Subsequently MF made a motion to accept this charge. DH rejected the charge due to lack of email evidence. Motion passed, again, to table motion.
CHARGE #6: (Flagrant Disregard for the Current By-laws of the Society)
Excluding members from board meetings via teleconferencing and arbitrarily refusing to allow an open board meeting where 100 or more members could have participated in person.
Discussion:
This is in reference to the suggestion by members of the board that an open board meeting be held at the Batavia Re-Enactor Garage Sale in February. This event has a history of hosting board meetings. This suggestion was met with total rejection by Palmer. It was pointed out to Palmer that the teleconferencing meetings only allowed 16 participants – 7 of these being board members. Only 9 members of the general membership would be able to participate. MF stated that if a meeting had been held at Batavia, where there would have been a quorum of board members in attendance (Halseth, M. Fornell, D. Fornell, Pennington, and Thompson) all of those participating in the garage sale would have had the opportunity to attend the board meeting; unlike the discriminatory teleconferencing process. Palmer was not even open to a discussion with regards to this proposal. BJ stated that this was simply another example of Palmer’s ‘dictatorship’. DF asked why the meeting was not held in spite of Palmer’s objection and the resounding response from MF, DH, RP and BJ was, “out of respect for” Palmer. It was brought up by DH that since Palmer had become President, there had been no face-to-face meetings with the membership and this would have been a perfect opportunity to include the general membership in a meeting even though Palmer was not going to be in attendance. DH made the point that he made the effort to come down from Minnesota to be at the Batavia event and Palmer could have made the same attempt and sacrifice. DF made the statement that in the past 15 years that he’s been a member that he has seen many board meetings where not all of the members were present and that there would have, indeed, been a quorum for a meeting at Batavia.
DF made the comment that most teleconferencing calls did not have 16 participants. MF countered that this could not be confirmed as there were unannounced participants in the present board meeting who have chosen not to identify themselves. (This was evidenced by the ‘beeps’ detected when a participant joined the conference call.)
Motion made by RP to accept Charge 6 and seconded by DH.
2 Abstentions
2 Yes
1 No
Charge #6 is dismissed.
CHARGE #7: (Willful Disrespect for the Safety of Others)
Case in point, actions by a certain HRS Unit at an event in Ottawa, IL in January 2006 where unsafe handling of weapons was noted and reported to Palmer via email and via the board meeting held in February. Palmer has taken no action on this serious safety complaint. Palmer refused to act on the email notification from Mr. Grayden Zuver, as he stated that it was not signed. No where in the by-laws does it state that a complaint in regards to a safety issue must be signed.
Discussion:
DF stated that his opinion of this charge was “chicken fecal matter, only from the fact that this is exactly the sort of thing that Mr. Scherrer would throw at us to say we didn’t follow the by-laws”. MF stated that she would like to point out that all in attendance have signed the complaint against Palmer. DF stated that he was asked, by Palmer, to speak to the unit in question and that this particular charter’s paperwork would be held up until we could speak to their unit CO regarding this matter. DF’s position is that Palmer did address this matter as he asked DF to contact this unit’s CO and that was done. DH states that if Palmer received an email from Zuver, it was indeed ‘signed’ – receipt of such email being proof. DF acknowledged that this is correct. Nothing in the by-laws says a safety complaint has to be signed. Irregardless of signature or not, board has a duty to address all safety concerns.
DF asked it he has permission to break this one charge into two charges and he had no opposition. MF stated that no one would be able to state that the board was not debating this issue to death. DF noted that this was serious because the board was debating and voting on the removal from office of an HRS President.
Charge #7: Palmer took no action on serious safety charges.
Motion made by DH to accept Charge 7 and is not seconded or accepted. Motion denied.
CHARGE #8: (Malfeasance)
Displaying unprofessional, threatening and willfully abusive conduct via the use of veiled and overt threats of taking legal action or subjecting individual members, as well as the Society, to unwarranted government investigation. Specifically former HRS President, Grayden Zuver (on his refusal to return 14 year old documents retrieved from a refuse bin – Note: HRS by-laws dictate that records older than 10 years shall be disposed of); newsletter Editor, Mike Bollow (tax evasion); HRS Treasurer, Marilyn Fornell (refusal to
turn over copies of banking records – Note: HRS by-laws state any member may examine the records by making an appointment with the Treasurer – this option as well as others for viewing the records were offered); and HRS Allied Representative, David Halseth (demand to see personal records with regard to expense reimbursements from the Society to which he has no rights).
Discussion:
Palmer’s use of red lettering stating that this email “will be made available to all HRS members and any government agencies that wish to see them” is highly inflammatory. RP made that statement that “if that is not a threat I don’t know what it is.” MF states that an email she has received has intimated that the Illinois State’s Attorney’s office has already been alerted as to the improprieties made by MF.
Motion made by MF to accept Charge 8 and is seconded by DH.
Vote taken and unanimously passed.
CHARGE #9: (Flagrant Disregard for the Current By-laws of the Society)
Obstinate refusal to step down as webmaster, or even to attempt to find a replacement by using the website for a posting, in violation of Article XII, Section 3, which states, “The Editor(s) of the Society’s publication(s) shall not be officers of the corporation or of the Society and shall not take sides on any political matters via the Society’s publications. Since Mr. Palmer is the only member that updates and monitor’s the HRS’ website, which is an electronic publication, he is indeed the editor.
Discussion by DF – States he is the one who drafted this by-law change a couple years ago when he was Edge Editor because he feels it is very important to keep a separation of ‘Church and State’ in the organization. He said there is a perceived conflict of interest if someone held a board position and an editor's position controlling information to the membership.
Vote taken and unanimously passed.
The rest of the minutes for the April 19th meeting are in Part 2.
Here are the meeting minutes for the April 19th HRS meeting.
The techincal apsects of this board only allow for a maximum number of characters to be posted. Due to the length of the minutes from Apil 19th it exceeds this maximum and so it has to be posted in two parts. This is part 1.
I have not revised or altered the minutes and are posted as I received them.
Enjoy!
Sincerely,
Dima
World War II Historical Re-Enactment Society, Inc.
Minutes of the Closed Board Meeting
April 19, 2006 – 8:30 P.M.
Those Present:
Dave Fornell – VP
Marilyn Fornell – Treasurer
Brian Jones – Commonwealth Rep
Rick Pennington – Axis Rep
Dave Halseth – Allied Rep
Unknown Individual(s)
Randy Palmer and Ken Thompson did not participate.
Meeting was convened by Dave Fornell
DF Chaired Meeting.
Purpose of meeting to Discuss and vote on charges lodged against Randy Palmer, President, Marilyn Fornell, Treasurer, and Tim Scherrer, member. Ken Thompson, Secretary, notified Board he was unable to attend due to a previous commitment.
In accordance with the WWII HRS by-laws, Article V., Section 1 & 3 the BOD members present called a closed meeting with regards charges against Randall Palmer, Marilyn Fornell and Tim Scherrer, and the future of the board as a whole.
DF read from a prepared agenda and asked to have Item 3 (impeachment of MF) be addressed first and the BOD agreed. Before commencing a discussion regarding the impeachment charges Rick Pennington stated that he objected to the charges brought by against MF as the word ‘impeach’ does not even appear in the by-laws. Dave Fornell, chairing the meeting, duly noted objection, but indicated that the meeting would proceed.
MF citing that the charges against her are 11 pages long recommended, providing all those present had been able to review the charges, that the reading of the charges in their entirety be waived and her responses be read. This was unanimously agreed. DF read only the charges and had MF respond.
In general MF objects to the complaint in its entirety because the by-laws do not provide for the ‘impeachment’ of a member or bod member.
1. CHARGE: Violation of by-laws – failure to complete duties of the elected office of secretary as minutes were not taken.
RESPONSE: (See attached for full response) MF was not the elected secretary in 2004, has resigned her position as secretary in January 2006, in part, due to Scherrer’s objection to there being no minutes. In essence, the charge should be dismissed because you cannot remove a person for wrongdoings allegedly done while in a position they no longer hold.
A discussion ensued about MF being secretary in 2004. Tim Coppe was the elected secretary in 2004, MF stepped in upon his resignation. Recently minutes from ’04 were found that had been taken by Stephanie Batroni-Fornell. MF resigned the secretary's position in part because of the minutes issue, so the issue had been solved.
Motion made by DH to accept or reject the charge, 2nd by RP
Vote taken and unanimously rejected
2. Charge: Nepotism
MF read prepared statement. By-laws do not refer to nepotism, nor address it. MF stated that she felt it would be nearly impossible to find members of the HRS who do not know the relationship between Mr. Fornell and herself, although Mr. Scherrer claims that she failed to reveal the relationship to the membership and the board. MF, DF and SBF had served as secretary, treasurer, vice president and Edge editor for years with no objections from the constituancy. MF stated that if nepotism were an issue within the HRS many units would be affected who have relatives serving in leadership positions. This charge has no effect if the by-laws do not refer to it.
DF stated that he was present when he was voted in as VP. He was voted in by a vote of 4 Yes to 2 Abstentions. Discussion ensued regarding the way DF was placed on the board. DH stated that he has never observed any favoritism on the part of any of the Fornell’s while on the board or in the position of Editor. It was discussed about the term nepotism being in the by-laws, DH and DF both stated that neither of them had ever seen the word in the by-laws. MF did a word search of the by-law document (located on her computer hard drive) itself and did not find that the word existed in the by-law document
Motion made by RP to accept or reject the charge, seconded by BJ:
Vote taken and unanimously rejected.
Charge: Personal attack against Tim Scherrer pursuant to an article in the EDGE is February 2006 titled “All it takes is one bad apple”. Scherrer charges that the article was a personal attack against him by MF.
Response to Charge: MF states that there was no mention of a person, city or state in her article which was designed to inform the membership of why she was resigning as secretary of the organization and if Mr. Scherrer believes he was the ‘bad apple’ then he must feel guilty about something. It was her right to write the story and even if she had named the ‘bad apple’ there certainly would be no grounds for a removal of office for being honest. MF stated that TS has posted his charges against her on the web without her permission. At least her article remained private within the organization. He has taken it upon himself to post information designed to embarrass her and the organization on the entire web.
Discussion – DF stated that TS had become a ‘limited public figure,’ someone who becomes involved in a process, such as pressing charges and discussion at open meetings, and thus his name becomes ‘fair game’ and MF could have used it in the article she wrote.
Motion made by BJ to accept or reject the charge, seconded by DH:
Vote taken and unanimously rejected.
Charge: Malfeasance – Insurance. Scherrer alleges MF overstepped her bounds as a board member by contacting two entities Scherrer requested Certificates of Insurance for and falsifying information.
Response to charge: MF attempted to clarify to Mr. Scherrer, via email, the need to ask entities hosting events the NEED for a certificate of insurance naming Additional Insureds. After an unpleasant response from Scherrer, MF received three requests for COIs from Scherrer. Instead of processing the requests for the COIs and incurring $300 in fees from the insurance carrier, MF took it upon herself to contact the City of Columbia, MO and the Audrain County Historical Society; specifically Sarah Perry, Columbia Risk Manager, and a person who identified herself as Dana Keller, Director, of the historical society. When they were posed the question whether they really needed to be named as Additional Insureds or simply needed proof of insurance, both responded that they only needed proof of the coverage, thus saving the society $300.00. MF defends her actions that protected the financial assets of the Society.
A discussion ensued and the BoD discussed the instances in the past when Mr. Scherrer has admonished the board for spending Society funds frivolously, in his opinion. MF made the comment that she felt this charge was retribution because she had proven him wrong when it came to requesting the COIs. Proof that she was correct and he was incorrect is that this issue has been laid to rest since MF faxed a copy of a generic COI to both entities. If MF had been remiss in her conduct, Scherrer or Columbia, MO or the historical society would have come back and demanded the COIs naming additional insureds. This however is not the case. Nor had Scherrer cancelled the scheduled event(s) due to the absence of these certificates. Brian Jones stated that Mr. Scherrer should have thanked MF instead of being on the attack.
Motion made by RP to accept or reject charge, seconded by BJ:
Vote taken and unanimously rejected.
DF said overall the charges need to be voted on. Motion made by D. Halseth to accept or deny the charges for impeachment against Marilyn Fornell, seconded by B. Jones.
4 votes to reject all impeachment charges
1 Abstention
Motion to reject the charges in their entirety passed
Next order of business, the removal from office of Randall Palmer, President. An email from Randall Palmer was read.
Charge 1 – Conduct discrediting the Society
Discussion:
Not once coming to the defense of any board member, other than perhaps K. Thompson, after numerous and incessant verbal and written attacks. Look at recent emails regarding, veiled threats to turn people into State and Federal agencies. D. Halseth stated that he had to support the charge especially since viewing the emails just in the last week or so. B. Jones agreed with Halseth about Randall being a threat to the Society and stated it was a sad time for the HRS. His threats are extremely intimidating going above and beyond his authority – totally out of order. The Bd. Emails have been released to the public. Greg Lee’s comments last weekend were based solely on an email sent to Randall from Dave Fornell just the night before. Not once was there a reprimand from Palmer to Scherrer for attacking the board. MF read a partial list of 13 questions that have been posed to R. Palmer that he never responded to. Questions have continually gone unanswered. B. Jones stated he thought there was a secret agenda going on. Only one-way communication with the board. DF stated that he had a conversation with Palmer and that Palmer stated that people were ticked off about not having minutes of the past meetings and DF stated that this was a pet peeve of his in the past when he was editor of the newsletter. MF stated that she acknowledged being remiss, when she was Secretary, of not publishing the minutes and asked the board members who have served for longer than a year how many complaints had been received regarding the minutes not being published. DH responded, “zero”. DF stated that not publishing the minutes gives the impression of impropriety. However, as he has sat in on nearly every board meeting over the past 5 years, he stated he has never seen any hint of impropriety except when it came to Mike Smith who, it was found, embezzled more than $17,000 from the society.
RP made the statement that Palmer “talks to you and not with you”. DF asked if this charge was based on how the rest of the board thought the society should be run, or because we perceive him as a legitimate threat to the society. MF stated that she was attempting to keep her personal views out of the thought process. She has the distinct impression, from reading other peoples emails that have been forwarded to her, that Palmer has been disseminating the content of private emails to him to all nature of forums on the internet. She feels this has been in an attempt to discredit others on the board.
BJ stated that his last round of emails, threatening, albeit in a veiled manner, to turn individuals into government agencies for possible tax evasion was sufficient grounds for impeachment. The reference here is to emails to M. Bollow and D. Halseth stating that he demanded these individuals produce personal financial information with regards to their receipt of HRS funds for expense reimbursements and fees with the notation on each email, in red, that the emails would be made available to any government agency that requested to see them.
Motion made by DH to accept Charge 1 and seconded by MF.
Vote taken and unanimously passed.
CHARGE #2: (Conduct Discrediting to the Society)
Through subterfuge designed to hide his real objectives, he has jeopardized the entire stability of the society.
Discussion:
DF asked what proof the board felt was present for this charge. DH stated that Palmer never actually stated what his objectives were for the society, although he referred to them repeatedly and was asked, repeatedly by the board, what his objectives were. He never responded to any of these requests for clarification. There was a perceived mutual ideology between Palmer and Scherrer aimed at a continual attack against all board members other than Thompson. MF went on to state that the majority of the sitting board (DH, BJ, RP and MF) had a reputation going back, in some cases, years that was impeccable. MF felt that the President of the society would, and should come to the defense of the board and that one could only assume that there are alterior motives when Palmer did not do that.
DH stated that whenever Scherrer made any statements or accusations, Palmer remained silent. He went on to say that Palmer didn’t need to take sides, but he could have gotten involved with the core of the dialogue. DH went on to state that the board, over the past few years, has never heard a negative word out of Scherrer in regards to the HRS or its board until Palmer became a member. MF stated that she had emails in the files to bear this out. The only communications received from Scherrer were either to ask about the status of a charter, or a COI or a “nice going” email about how the board was handling a particular situation. Palmer was elected and the negative emails from Scherrer began two days after Palmer’s election to vice president and to this day have not stopped. MF went on to state that she is probably personally responsible for the destruction of a forest because of having to print out all the emails from Scherrer.
DH stated that this status resulted in a board fighting amongst itself which resulted in it not being able to function effectively. BJ stated that he totally agreed with the statements made by DH and MF and his perception was the Palmer treated the rest of the board as though they were stupid and unworthy of a response. DH went on to say that there is no evidence that Palmer has any desire to work with the board on any level. The board agreed that Palmer did not need to be in “lock step” with the rest of the board, and that the board was not required to be in “lock step” with his ideas.
MF stated that in the past whenever there was a difference of opinion, the board members sat down and worked it out and always kept the best interest of the society at the forefront. This is not what Palmer has attempted to achieve. DH pointed out that in the past, when there were differences of opinions amongst the board members, they were settled ‘in house’, never brought out in public and not splashed across web pages and forums.
DF made a point that when a professional journalist covers school boards, park districts, city councils, etc. (NOTE: DAVE FORNELL IS A PROFESSIONAL JOURNALIST) – they all have disputes amongst their members. The HRS board has always taken these disputes to closed sessions, or have held a board work shop to iron out the issues. MF made the observation that DH had offered, and recommended, that the board meet in closed session to discuss the many issues regarding Palmer and that he declined every invitation stating that he would not meet with the board unless the general membership was involved. Palmer stated that he was not interested in meeting in such a forum and had made the statement that the board should go ahead and impeach him.
DF asked to have two questions:
Does the board feel there was some sort of alterior motive or design to hide Palmers objective as being President of the society?
Although no formal vote was taken the unanimous consensious of opion was “yes”.
Do you feel that Palmer has jeapordized the entire stability of the society through his actions, or lack of them?
Although no formal vote was taken the unanimous concensious of opinion was “Yes”.
Motion made by MF to accept Charge 2 and seconded by RP.
Vote taken and unanimously passed.
CHARGE #3: (Neglect of Duties)
Through inaction on his part he has silently communicated his agreement with unproven and frivolous allegations made by another member, destabilizing the entire fabric of a board whose members have a proven professional, honest and forthright reputation within the society.
Motion made by DH to accept Charge 3 and seconded by RP.
Vote taken and unanimously passed.
CHARGE #4: (Malfeasance)
Defaming and causing embarrassment to a member of the society at an open board meeting by representing that a private communication between the newsletter editor and himself as the editor’s official ‘report’ to the board. This email contained the editor’s personal opinions with regards to Mr. Palmer and had no place at a board meeting, nor was it or was it intended to be construed as an official report to be made public.
Discussion:
DH stated that he did not agree with the way Mr. Bollow worded things, but he was expressing himself to Palmer in a private email that was presented to the board as an official report. MF confirmed that she was aware that the email presented to the board as a “report” was in fact a private communication, never intended to be made public by Mr. Bollow. She went on to state that Bollow, at times needs no help in looking like “an Hawkeyes Suck!”, however, the release and reading of this communication was inappropriate, deceptive and designed to embarrass Bollow
Motion made by DH to accept Charge 4 and seconded by MF.
Vote taken and unanimously passed.
CHARGE #5: (Malfeasance)
Making decisions regarding the unit chartering process and suspending the application process and consideration of new unit charters arbitrarily and without the knowledge, nor approval, nor consent of a majority of the board of directors.
Discussion:
DF asked if there was an email that substantiated this charge. MF stated that she believed there was such an email. DF stated that he had not received such an email, only the residual effect of this communication asking why the process was being held up.
Motion made by MF to table vote on Charge #5 while email history was examined, seconded by BJ.
Subsequently MF made a motion to accept this charge. DH rejected the charge due to lack of email evidence. Motion passed, again, to table motion.
CHARGE #6: (Flagrant Disregard for the Current By-laws of the Society)
Excluding members from board meetings via teleconferencing and arbitrarily refusing to allow an open board meeting where 100 or more members could have participated in person.
Discussion:
This is in reference to the suggestion by members of the board that an open board meeting be held at the Batavia Re-Enactor Garage Sale in February. This event has a history of hosting board meetings. This suggestion was met with total rejection by Palmer. It was pointed out to Palmer that the teleconferencing meetings only allowed 16 participants – 7 of these being board members. Only 9 members of the general membership would be able to participate. MF stated that if a meeting had been held at Batavia, where there would have been a quorum of board members in attendance (Halseth, M. Fornell, D. Fornell, Pennington, and Thompson) all of those participating in the garage sale would have had the opportunity to attend the board meeting; unlike the discriminatory teleconferencing process. Palmer was not even open to a discussion with regards to this proposal. BJ stated that this was simply another example of Palmer’s ‘dictatorship’. DF asked why the meeting was not held in spite of Palmer’s objection and the resounding response from MF, DH, RP and BJ was, “out of respect for” Palmer. It was brought up by DH that since Palmer had become President, there had been no face-to-face meetings with the membership and this would have been a perfect opportunity to include the general membership in a meeting even though Palmer was not going to be in attendance. DH made the point that he made the effort to come down from Minnesota to be at the Batavia event and Palmer could have made the same attempt and sacrifice. DF made the statement that in the past 15 years that he’s been a member that he has seen many board meetings where not all of the members were present and that there would have, indeed, been a quorum for a meeting at Batavia.
DF made the comment that most teleconferencing calls did not have 16 participants. MF countered that this could not be confirmed as there were unannounced participants in the present board meeting who have chosen not to identify themselves. (This was evidenced by the ‘beeps’ detected when a participant joined the conference call.)
Motion made by RP to accept Charge 6 and seconded by DH.
2 Abstentions
2 Yes
1 No
Charge #6 is dismissed.
CHARGE #7: (Willful Disrespect for the Safety of Others)
Case in point, actions by a certain HRS Unit at an event in Ottawa, IL in January 2006 where unsafe handling of weapons was noted and reported to Palmer via email and via the board meeting held in February. Palmer has taken no action on this serious safety complaint. Palmer refused to act on the email notification from Mr. Grayden Zuver, as he stated that it was not signed. No where in the by-laws does it state that a complaint in regards to a safety issue must be signed.
Discussion:
DF stated that his opinion of this charge was “chicken fecal matter, only from the fact that this is exactly the sort of thing that Mr. Scherrer would throw at us to say we didn’t follow the by-laws”. MF stated that she would like to point out that all in attendance have signed the complaint against Palmer. DF stated that he was asked, by Palmer, to speak to the unit in question and that this particular charter’s paperwork would be held up until we could speak to their unit CO regarding this matter. DF’s position is that Palmer did address this matter as he asked DF to contact this unit’s CO and that was done. DH states that if Palmer received an email from Zuver, it was indeed ‘signed’ – receipt of such email being proof. DF acknowledged that this is correct. Nothing in the by-laws says a safety complaint has to be signed. Irregardless of signature or not, board has a duty to address all safety concerns.
DF asked it he has permission to break this one charge into two charges and he had no opposition. MF stated that no one would be able to state that the board was not debating this issue to death. DF noted that this was serious because the board was debating and voting on the removal from office of an HRS President.
Charge #7: Palmer took no action on serious safety charges.
Motion made by DH to accept Charge 7 and is not seconded or accepted. Motion denied.
CHARGE #8: (Malfeasance)
Displaying unprofessional, threatening and willfully abusive conduct via the use of veiled and overt threats of taking legal action or subjecting individual members, as well as the Society, to unwarranted government investigation. Specifically former HRS President, Grayden Zuver (on his refusal to return 14 year old documents retrieved from a refuse bin – Note: HRS by-laws dictate that records older than 10 years shall be disposed of); newsletter Editor, Mike Bollow (tax evasion); HRS Treasurer, Marilyn Fornell (refusal to
turn over copies of banking records – Note: HRS by-laws state any member may examine the records by making an appointment with the Treasurer – this option as well as others for viewing the records were offered); and HRS Allied Representative, David Halseth (demand to see personal records with regard to expense reimbursements from the Society to which he has no rights).
Discussion:
Palmer’s use of red lettering stating that this email “will be made available to all HRS members and any government agencies that wish to see them” is highly inflammatory. RP made that statement that “if that is not a threat I don’t know what it is.” MF states that an email she has received has intimated that the Illinois State’s Attorney’s office has already been alerted as to the improprieties made by MF.
Motion made by MF to accept Charge 8 and is seconded by DH.
Vote taken and unanimously passed.
CHARGE #9: (Flagrant Disregard for the Current By-laws of the Society)
Obstinate refusal to step down as webmaster, or even to attempt to find a replacement by using the website for a posting, in violation of Article XII, Section 3, which states, “The Editor(s) of the Society’s publication(s) shall not be officers of the corporation or of the Society and shall not take sides on any political matters via the Society’s publications. Since Mr. Palmer is the only member that updates and monitor’s the HRS’ website, which is an electronic publication, he is indeed the editor.
Discussion by DF – States he is the one who drafted this by-law change a couple years ago when he was Edge Editor because he feels it is very important to keep a separation of ‘Church and State’ in the organization. He said there is a perceived conflict of interest if someone held a board position and an editor's position controlling information to the membership.
Vote taken and unanimously passed.
The rest of the minutes for the April 19th meeting are in Part 2.
