Jennifer Burger, the former president of the USHJA Foundation’s Board of Directors, released this statement in response to the Chronicle’s interview with USHJA President Mary Babick about the resignations of 11 board members from the USHJA Foundation.
Founded in 2008, the USHJA Foundation was established to give assistance and opportunity to USHJA members in need. It is and always has been a separate charitable entity affiliated with but not owned or governed by the USHJA.
The form of this affiliation is via the Type 1 Supporting Organization rules, which by design provide both a level of control by the supported organization (typically via a majority vote on the board) but also a level of independence by the Foundation. This hybrid structure allows the Foundation to leverage the USHJA while providing donors with assurances that monies raised will be used for the charitable purposes specified in the Foundations Charter and Bylaws.
In order to provide the USHJA with greater clarity regarding its “control” mechanism the Foundation agreed to most suggested changes to the Bylaws to ensure that the USHJA could appoint its own Directors who had a majority on the USHJA Foundation board and veto power over any changes to the Foundation’s Bylaws, governance or mission.
One of the major exceptions was with their request that the USHJA could replace Foundation Board members “without cause.” This is not typical with board positions, is not required by the Type 1 Supporting Organization rules (which was confirmed by outside legal counsel), and is not a provision required of USHJA Association board members themselves. Further, the Foundation was willing to allow the Association to define “cause” as narrowly as they would like and to expressly include provisions regarding acting in a fiduciary capacity on behalf of the USHJA and its members.
Recognizing that it was at an impasse on this issue, the Foundation requested meetings between the two boards to work together for a joint solution. This request was denied after reaching out multiple times.
The USHJA Foundation had a formal vote on whether to accept the proposed bylaws. The 15-person Foundation board declined to accept the proposed bylaws 11 to 4. When the USHJA did not get the vote they wanted with respect to all aspects of the changes in Bylaws they threatened to take legal action with each of the 11 board members who voted against the changes, demanding that they either change their vote or resign (validating the concern regarding allowing them to replace Board members without cause).
In order to respect the integrity of the Foundation’s Board and its governance mechanisms, avoid litigation, and mitigate damage to the Foundation, the USHJA and its members, who the Foundation was established to support, the 11 members of the Foundation Board chose to resign.
The 11 members who resigned were Jennifer Burger (President), Craig Dobbs (Chairman of the Board and founding member), Lynn Jayne (Past President and founding member), Geoff Teall (founding member), Louise Serio (founding member), Bill Woodson, Carl Weeden, Charlie Moorcroft, Jennifer Smith, Cindi Perez, and Jim Anderson.
Although we are saddened by the turn of events we continue to believe strongly in the mission of the Foundation to support, inspire, empower and preserve the industry and its members.