Eleven members of the USHJA Foundation board resigned on July 13 when agreement over proposed amendments to the Foundation’s bylaws, put forth by its parent organization, the U.S. Hunter Jumper Association, could not be reached. The resigning members were: Jennifer Burger, President; Craig Dobbs, Chairman of the Board; Jim Anderson; Lynn Jayne; Charlie Moorcroft; Cindi Perez; Louise Serio; Jennifer Smith; Geoff Teall; Carl Weeden and Bill Woodson.
Mary Babick has been president of the USHJA since Dec. 15, 2016, and was heavily involved with negotiations with the USHJA Foundation over the bylaws. The USHJA Foundation operates as a Type I not-for-profit supporting organization of the USHJA, which the IRS dictates “must be operated, supervised or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization.” This became part of the main point of contention in the negotiations.
When former USHJA president Bill Moroney left the office late last year, he requested that Babick look into the Foundation and try to solve some of the issues that were cropping up between the Foundation and USHJA. The main point of contention, as Babick sees it, was that the USHJA wanted the Foundation to return to the original bylaws set forth in 2008 by the USHJA. In the end, the specific wording in one bylaw upon which the Foundation members and USHJA could not agree.
The following is a transcription of part of an interview between Babick and Chronicle editorial staffer Ann Glavan regarding the situation.
COTH: You said in an earlier statement that it was this drift away from the original bylaws that started this whole thing, right?
Babick: Yes, and I told them if this was unintentional drift, if it wasn’t intentional, just sign the bylaws, go back to the original bylaws. This is a long story, but as we were negotiating we originally asked for five points of control, five things that would go into the bylaws that would give [USHJA] a really strong hold on the reins, and they didn’t like that. So I went down to one, but the USHJA board wanted three points of control, so eventually we came back and said we want three things:
We asked for 50 percent of the Foundation’s board plus one member to be appointed by USHJA—appointed by the USHJA president but voted on by the USHJA board—so that there is always one person who assembles this information, but then the other members of the board would have to vote that these people were acceptable. We asked for that, which was in the original 2008 bylaws. In those, the USHJA had a majority on the board, and that they agreed to.
They also agreed to a section that said that they would not be able to amend the bylaws relative to that piece without USHJA’s written permission, so they could never drift away again. They also agreed to that.
What they wouldn’t agree to was that USHJA would have the right to remove any of the USHJA-appointed directors with or without cause. And it was the words “without cause” that were a sticking point for them. And you can research this up the wazoo, which I know you do. “With or without cause” is put in there from a legal perspective that allows you to remove someone without fear of litigation.
COTH: And when you say remove someone, it would have to be one of the people USHJA appointed, not any of the other Foundation members, right?
Babick: Yes, that wasn’t something that we asked for, and really for us to remove one of our appointed board members would cause such reputational damage for all of us that the only reason to remove someone would be for a significant problem.
So let’s totally just make something up—let’s say that a person you knew was stealing in some way. Embezzling, maybe not even from within the organization itself, maybe they were embezzling from their employer who was not connected, but you couldn’t prove that at that moment. But you knew that you no longer wanted that person involved. Well, you would want to be able to remove them with or without cause.
COTH: So do you think their fear with that “without cause” language was that you would pick six people plus one that they didn’t like or throw six people in there they couldn’t work with?
Babick: That’s what they were worried about, and it’s so interesting. Let me back up. I want to go back to that, but remember when I told you if this was unintentional drift then it’s not a problem? OK, so I said to them, “But if this was done on purpose, if this was a hijacking of the Foundation, then you have to understand that USHJA is going to fight for that, because it’s the USHJA Foundation.” But they did not ever seem to feel that it was an intentional hijacking. They always let us understand this was unintentional drift.
So again we’re back to then take a leap of faith and believe that we don’t have any desire to have you work with people you don’t want to work with. We don’t have any desire to remove people just because they didn’t vote the way USHJA wanted them to vote. We have no desire to do that. We have no desire to remove the things that are meaningful to the Foundation, like Horseman’s Assistance, Making A Dream, things like the Gochman Grant, The Hamel Scholarship, those things are all such huge positives that no one ever wanted to remove any of those things. Why would you want to remove them?
COTH: Yes, when you say drifting away, what do you mean by that?
Babick: I mean that they altered their bylaws and took themselves out of USHJA having control. When you talk to them, what they’ll say is, “Well, we changed our board to be better at fundraising.”
OK, that makes total sense, but you also changed your board and lost the majority that USHJA had on your board. That is just something that USHJA was very uncomfortable with.
COTH: So how did the negotiations continue?
Babick: Without using names, one of the foundation directors on a call made a motion that they would accept the bylaws and accept the “without cause” and the three things we wanted, and someone seconded it. They were going to vote privately, which I think is a really good idea. That way no one feels weird about it; they can vote by email. I was like, “OK we’re going to solve this, I feel really good about this.”
I was at the Newark airport at 5 a.m. waiting for my 6 o’clock flight, and I sat down and wrote a transition plan for them so they could have the people they wanted on the board. I was like, “I think I found a way to do this that will be completely above board, comfortable, they’ll be so happy,” and I was really excited to tell them about it.
And before you knew it bam, they voted not to approve these bylaws.
COTH: I can imagine that was frustrating.
Babick: Well it’s the same frustration I felt the night before our last board call when Jennifer Burger called me. I said, “Jennifer, look we’re in a bad place, and why don’t you guys take a leap of faith and sign the bylaws? I am not going to remember some of the ugly things that have happened; I’m not a vindictive person. I think you should take this leap of faith, and we’ll take the leap of faith that you guys are back at the table with us. We’ll be thrilled with that.”
And she said, “Why would you do this?” and I said, “Because life is short, and the horse world is small. In the end we’re all connected, and I really want you to reconsider. I just think that we can still fix this.”
And now, let’s just say I have seldom felt so slapped down. I was very sad, and I’m still sad.
COTH: And it really was that one phrase, “without cause”?
Babick: That’s the one—honestly it came down to two words. It hurts my heart. This has been an ugly, ugly situation, and it doesn’t seem like it’s going to get any less ugly any time soon.
To me, it has been strictly a business thing. The Foundation was something I didn’t even really understand before Bill asked me to work on it, and I agreed there were problems. I was the one who was tasked with solving them, but I do believe that there are some that would blame this on me.
I’m not really sure how it became my fault, and I can’t stop them from blaming me. But do you know who I really don’t want blamed for this is Kevin Price, our executive director. He’s got no role in this.
COTH: So most of the 11 members who resigned have told us their attorney has advised them not to speak to the press save for a brief statement. But you said earlier there is really no potential litigation here, at least from your end.
Babick: That is a good question.
When we had a meeting they had an attorney who attended by phone, and the USHJA’s legal team did not clarify who he was. He did not actually disclose himself as their attorney until far, far into this conversation. I’m on the Foundation board, so the Foundation board was never asked if we wanted additional counsel.
So I think some of the Foundation board members were very surprised when they found out another attorney was involved.
And for a while there was a period of time where our attorney asked us not to speak with the Foundation board, but that time has passed. Sadly, they resigned, and we don’t have any reason to want to litigate with them. I hope they would feel the same about us.
COTH: I would imagine at this point you’re trying to move forward and get some new board members?
Babick: Yes and hopefully the time will come that the people who resigned will want to participate. You know, some of them have resigned from their USHJA committees as well; others have not. I would never in a million years ask for that, and I was sad when they resigned, and I still am.
It’s a very, very funny [odd] situation, because feelings are involved here. I was hoping that all of us could just see this as business and not get emotional about it, but I think there’s a lot of emotion going on. I just don’t have any desire to point a finger at anyone, because to me there is always meant to be a resolution here.