bwilcher
Registered
Dear NACD members,
During my tenure as president of the NACD, my only goal was to do what was best for the members, instructors, business facilities, and advertisers. One month after my official start we were dealt an awful loss in the tragic death of our operations manager. To complicate the necessity to keep the NACD functioning, the board was dealing with the legal issues surrounding an NACD instructor.
Over the course of many months several votes were taken to dismiss a member who was arrested, charged, and adjudicated guilty by a Florida court for the purchase of cocaine with the intent to distribute. This is a violation of article 3.09 sub-par 4 of our by-laws. All members of the board voted in the affirmative to follow our legal counsel and the by-laws to remove this member. As per the by-laws the member petitioned the board for a hearing, and with great fanfare Larry Green, Don Syme, and Tracy Grubbs, co-owner of Spruce Creek Scuba, changed their votes to not follow the by-laws and ignore legal counsel. By their actions, they support the purchase, use, and distribution of cocaine by someone who represents the NACD to the public. The board members who were removed voted to follow sound legal advice and to follow the by-laws.
I am only left to assume that the current board follows only the by-laws that supports their agenda. Article 3.09 sub-par 4 is very clear, yet Larry Green, Don Syme, and Tracy Grubbs do not feel this needs to be followed.
As per our by-laws:
1." A special meeting of the board of directors may be called by the presiding officer or by a majority of the Directors. The time, date, place and agenda of such a meeting shall be announced in writing, to the directors and to the committee and branch chairmen when appropriate, at least five days in advance of the date of such a meeting." This is another violation of a published by-law. For those of you who will read this, that is article 4.12. This meeting was not called by the president, vice president or a majority of the board members, in fact when it was discussed that we already have a regular scheduled 13th, 2012 the meeting went ahead anyway even though it was known that two members could not be in attendance. This meeting was not announced in writing at least five days in advance of Saturday September 1, 2012 and no agenda was discussed. None of the steps were done as required by the by-laws.
5.05 Duties of Officers
The duties of the several Officers of the NACD are described below:
(1) The President shall be the nominal head of the Corporation; shall report to the Directors at each quarterly meeting, or at any other meeting at the request of the Board; shall distribute to all Directors a written agenda for each quarterly meeting at least ten days in advance of such meeting; shall appoint standing and ad-hoc committees at his discretion; shall select and appoint the General Manager and the International Training Director, with the approval of the Board; shall be responsible for acquiring operating funds for the NACD through activities approved by the Directors; and shall appoint an Instructor Member or Regular Member, as appropriate, to fill any vacancy on the Board, with Board approval, for the remainder of the term of the vacated position. The President is a voting Director of the NACD.
4.08 Removal of Directors
Any Director may be removed from the Board when such action will serve the best interests of this Corporation. Removal of a Director shall require the vote of a majority of the Board of Directors, and will be based on the following events:
(1) Termination of membership in the NACD as specified in section 3.09 of these By- laws.
(2) Unexcused absence from two or more regular Board meetings during any calendar year, or from four or more regular Board meetings during any term of office.
(3) Any other repeated failure to carry out successfully the duties of such Director. Such removal will be without prejudice to any contract rights of the Director so removed.
(4) The acceptance by the director of any position which would disqualify him or her under Section 4.05(3).
4.09 Vacancies on the Board
Resignation of Directors will become effective immediately or on the date specified in the letter of resignation, and vacancies will be deemed to exist as of such effective date. Any vacancy occurring in the Board of Directors will be filled by a qualified Member appointed by the President of the Corporation with the approval of the Board. The Member designated to fill the vacancy will serve for the unexpired remainder of the term of office of the predecessor in office.
Rob Neto was nominated by Don Syme and elected to the board in violation of Article 4.09 that states "open board positions will be nominated by the president and approved by the board." They now want to say they have to follow the by-laws explicitly or lose our 501c3 IRS status. I have asked for and never received any specifics as to why Curt or I were removed as required in the by-laws listed above.
First I will recount the situation concerning the member. This should have been put to bed over a year ago, but procrastinating and stall tactics as well of lack of action by some members of this board require us to go over this again:
1. On August 3, 2011 Johnny Richards was arrested and charged with the purchase of an illegal drug in Dixie County Florida and this was reported on the front page of the paper as well as the Dixie County Sheriff's Face book page. The amount of drug he purchased was listed as an ounce of cocaine. This is not a recreational amount. The normal amount, I am told by a drug enforcement officer, is one eighth of a gram. Johnny purchased one ounce which equals 28 grams of cocaine. This would equate to 224 recreational doses of cocaine, much more that one or two individuals could use in quite a while. This led to his charge of trafficking which should show intent to either distribute or sell part of this amount to some other party or parties. He was also charged with other minor charges, but the felony was the most serious. None of this is in dispute, these are the facts as listed in public record, which we have tried to keep from membership while dealing with this as a board.
2. At that time, the NACD's attorney was consulted and his recommendation was to terminate Johnny's membership. Some members of the board decided. and everyone voted yes, to allow Johnny to resign because of the public and serious nature of these charges and to preserve the reputation of the NACD, and this led to the resignation of one board member over protest of not executing termination at that time.
3. At the October 2011 board meeting, since Johnny decided not to resign, it was encouraged to wait on the court because someone is innocent until proven guilty but that if the charges were accurate he would be terminated, again a unanimous board vote.
4. In March 2012 the court in Dixie County adjudicated Johnny guilty on counts one and two of his indictment. Johnny avoided going to jail for ten years by pleading no contest to these charges, which the court adjudicates as guilty, he was sentenced to ninety days in jail, two years of community control followed by eight years of probation with reporting, refer to the court documents.
5. At the July meeting Larry Green wished to allow Johnny to continue to act as a member of the NACD, and it was determined that two board members would do the following:
· I would contact the liability insurance company of the NACD, speak with their corporate attorneys and reconfirm the advice of our own counsel.
· Tracy Grubbs co-owner of Spruce Creek Scuba would contact Craig Jenni Esq. who represents the SCUBA industry to reconfirm what we had already voted on twice prior.
I sent an email to each board member with the advice of the attorney with whom I discussed this matter, but we never heard from Tracy. I spoke with Craig Jenni Esq. three weeks after our board meeting where this was discussed, and I asked if Tracy had spoken to him or his partner Donna. He replied that "neither he nor Donna had spoken to anyone concerning the NACD since he and I had spoken earlier in the year concerning this matter.
6.At the July 14th board meeting II asked for a vote concerning Johnny's petition against termination, we had already voted on several occasions to terminate pending the outcome of the court proceedings. The vote needed to be unanimous to allow a hearing by Johnny at the next scheduled meeting. The vote was not unanimous with Larry Green, Don Syme and Tracy Grubbs changing their votes, again condoning the purchase, use, and sale of cocaine. Our July meeting was published in every way we can for the public, in the journal, on the website, by Face book, twitter, the deco stop, the cave divers forum, re-breather world, scuba board, and the Florida divers forum, and many people showed up at the meeting to voice their opinion even though this was to be discussed at a closed executive meeting. Because of our executive session, Johnny had every opportunity to attend and ask to state his case against termination. Why would he not come and many others showed up wishing to speak?
7. Based on the totality of the information concerning this case, the numerous votes and discussions that have occurred, the advice of several attorneys, all of whom represent different aspects of the legal system, Johnny's membership was terminated as per our by-laws. I even surveyed the instructors of the NACD, some of whom have no knowledge of these events, and 100% of the people who represent the NACD to students, and actually appear to care about their reputation and that of the NACD, did not want a person who had committed a serious crime to be associated with the NACD.
8. Unless someone has a vested, personal interest in the outcome, they should realize that this topic had been dealt with fairly and with dignity and respect for all parties in a non-public forum. There is no compelling reason to visit this again. This is not personal, it is a liability issue for the Corporation of the NACD.
The last part leads to my issues with the violations of the boards responsibilities:
Larry Green has accused me of preventing him from doing his job. He stated that he needed the NACD's database to do his job. Prior to every meeting I sent him, with no request from him, all the latest certification information, reformatted to allow easy access for his training directors report. Larry even stated in an email that he liked the format. This is exactly the type of information I gave to Rick and gave to Don prior to his developing his own treasury reports for the Board. As the training director, Larry has all instructor files and other materials that he needs to do his job, but he continues to state at every meeting that I am prevented him from doing what's expected.
Larry also submitted the paperwork for one student certified in April and this paperwork came to me in late July. I asked Larry for confirmation on the numbers on the envelopes as they did not match the NACD's recorded numbers and he informed me that the NACD's envelope numbers are wrong. I personally recorded each envelop in every instructor folder the week I possessed the NACD'S property, then that was returned to Larry. We have the official envelope stamp that is used every time an instructor purchases envelopes, the latest envelopes were purchased by Rob Neto and the numbers end in 1369, Larry submitted envelopes 2359 and 2360, we will not reach that number envelope for another 991 certifications, and I think that is something that we would question to ask. Not another instructor on this planet has envelopes in that number range, and they were not in the file when I recorded them in February.
Don Syme has not done his fiduciary responsibilities for the NACD. He has paid for Larry's Internet access and phone line, without board approval, even though no official NACD business is done from his house. I feel that Larry owes the NACD membership $567.71 for payment of his Internet service since March. The fact that no NACD official business has been done on the NACD's computer at his home. No other board member has this paid by the NACD membership.
An executive session was held after our July 2012 board meeting and in our by-laws it states that it is for board members only and their invited quests. What is discussed at the executive sessions is a board only conversation. Every board member signs a confidentiality agreement, yet in the latest letter from Johnny's attorney, "an unnamed source" recounted to Johnny or his attorney what was discussed at a closed session, another ethical violation of board policy which this board continues to ignore.
I'm concerned that this board has allowed these ethical violations to go on too long. So for taking a moral position and wishing to follow the NACD by-laws Curt Bowen and I were removed from our positions in a manner total contrary to the published NACD by-laws. When true violations of NACD policies are raised these issues are squashed. The current board doesn't want the membership's input and tries at every opportunity not have an election of new board members. If a qualified candidate is nominated several board members will block them on some frivolous reason that has nothing to do with the by-laws or their qualifications.
The NACD has and could return to a well respected international organization that has the potential to be a world leader in conservation, education, exploration and training, but the current board would rather spend time selecting which by-laws to follow and enforce. The Membership should require a more transparent and functioning membership organization. I have asked the current board to reverse these decisions and allow the membership to have a vote-- I encourage you to do the same.
While I still feel a strong affiliation as a life member of the NACD, I have no doubt that this board will try and terminate my membership and try to erase the years of volunteer work I have done for the NACD in order to create a better member organization. Just ask yourself, why should the training director or any instructor director be treated any differently than any of you?
Is it your organization or theirs?
Sincerely,
Bert Wilcher, ousted president of your NACD
During my tenure as president of the NACD, my only goal was to do what was best for the members, instructors, business facilities, and advertisers. One month after my official start we were dealt an awful loss in the tragic death of our operations manager. To complicate the necessity to keep the NACD functioning, the board was dealing with the legal issues surrounding an NACD instructor.
Over the course of many months several votes were taken to dismiss a member who was arrested, charged, and adjudicated guilty by a Florida court for the purchase of cocaine with the intent to distribute. This is a violation of article 3.09 sub-par 4 of our by-laws. All members of the board voted in the affirmative to follow our legal counsel and the by-laws to remove this member. As per the by-laws the member petitioned the board for a hearing, and with great fanfare Larry Green, Don Syme, and Tracy Grubbs, co-owner of Spruce Creek Scuba, changed their votes to not follow the by-laws and ignore legal counsel. By their actions, they support the purchase, use, and distribution of cocaine by someone who represents the NACD to the public. The board members who were removed voted to follow sound legal advice and to follow the by-laws.
I am only left to assume that the current board follows only the by-laws that supports their agenda. Article 3.09 sub-par 4 is very clear, yet Larry Green, Don Syme, and Tracy Grubbs do not feel this needs to be followed.
As per our by-laws:
1." A special meeting of the board of directors may be called by the presiding officer or by a majority of the Directors. The time, date, place and agenda of such a meeting shall be announced in writing, to the directors and to the committee and branch chairmen when appropriate, at least five days in advance of the date of such a meeting." This is another violation of a published by-law. For those of you who will read this, that is article 4.12. This meeting was not called by the president, vice president or a majority of the board members, in fact when it was discussed that we already have a regular scheduled 13th, 2012 the meeting went ahead anyway even though it was known that two members could not be in attendance. This meeting was not announced in writing at least five days in advance of Saturday September 1, 2012 and no agenda was discussed. None of the steps were done as required by the by-laws.
5.05 Duties of Officers
The duties of the several Officers of the NACD are described below:
(1) The President shall be the nominal head of the Corporation; shall report to the Directors at each quarterly meeting, or at any other meeting at the request of the Board; shall distribute to all Directors a written agenda for each quarterly meeting at least ten days in advance of such meeting; shall appoint standing and ad-hoc committees at his discretion; shall select and appoint the General Manager and the International Training Director, with the approval of the Board; shall be responsible for acquiring operating funds for the NACD through activities approved by the Directors; and shall appoint an Instructor Member or Regular Member, as appropriate, to fill any vacancy on the Board, with Board approval, for the remainder of the term of the vacated position. The President is a voting Director of the NACD.
4.08 Removal of Directors
Any Director may be removed from the Board when such action will serve the best interests of this Corporation. Removal of a Director shall require the vote of a majority of the Board of Directors, and will be based on the following events:
(1) Termination of membership in the NACD as specified in section 3.09 of these By- laws.
(2) Unexcused absence from two or more regular Board meetings during any calendar year, or from four or more regular Board meetings during any term of office.
(3) Any other repeated failure to carry out successfully the duties of such Director. Such removal will be without prejudice to any contract rights of the Director so removed.
(4) The acceptance by the director of any position which would disqualify him or her under Section 4.05(3).
4.09 Vacancies on the Board
Resignation of Directors will become effective immediately or on the date specified in the letter of resignation, and vacancies will be deemed to exist as of such effective date. Any vacancy occurring in the Board of Directors will be filled by a qualified Member appointed by the President of the Corporation with the approval of the Board. The Member designated to fill the vacancy will serve for the unexpired remainder of the term of office of the predecessor in office.
Rob Neto was nominated by Don Syme and elected to the board in violation of Article 4.09 that states "open board positions will be nominated by the president and approved by the board." They now want to say they have to follow the by-laws explicitly or lose our 501c3 IRS status. I have asked for and never received any specifics as to why Curt or I were removed as required in the by-laws listed above.
First I will recount the situation concerning the member. This should have been put to bed over a year ago, but procrastinating and stall tactics as well of lack of action by some members of this board require us to go over this again:
1. On August 3, 2011 Johnny Richards was arrested and charged with the purchase of an illegal drug in Dixie County Florida and this was reported on the front page of the paper as well as the Dixie County Sheriff's Face book page. The amount of drug he purchased was listed as an ounce of cocaine. This is not a recreational amount. The normal amount, I am told by a drug enforcement officer, is one eighth of a gram. Johnny purchased one ounce which equals 28 grams of cocaine. This would equate to 224 recreational doses of cocaine, much more that one or two individuals could use in quite a while. This led to his charge of trafficking which should show intent to either distribute or sell part of this amount to some other party or parties. He was also charged with other minor charges, but the felony was the most serious. None of this is in dispute, these are the facts as listed in public record, which we have tried to keep from membership while dealing with this as a board.
2. At that time, the NACD's attorney was consulted and his recommendation was to terminate Johnny's membership. Some members of the board decided. and everyone voted yes, to allow Johnny to resign because of the public and serious nature of these charges and to preserve the reputation of the NACD, and this led to the resignation of one board member over protest of not executing termination at that time.
3. At the October 2011 board meeting, since Johnny decided not to resign, it was encouraged to wait on the court because someone is innocent until proven guilty but that if the charges were accurate he would be terminated, again a unanimous board vote.
4. In March 2012 the court in Dixie County adjudicated Johnny guilty on counts one and two of his indictment. Johnny avoided going to jail for ten years by pleading no contest to these charges, which the court adjudicates as guilty, he was sentenced to ninety days in jail, two years of community control followed by eight years of probation with reporting, refer to the court documents.
5. At the July meeting Larry Green wished to allow Johnny to continue to act as a member of the NACD, and it was determined that two board members would do the following:
· I would contact the liability insurance company of the NACD, speak with their corporate attorneys and reconfirm the advice of our own counsel.
· Tracy Grubbs co-owner of Spruce Creek Scuba would contact Craig Jenni Esq. who represents the SCUBA industry to reconfirm what we had already voted on twice prior.
I sent an email to each board member with the advice of the attorney with whom I discussed this matter, but we never heard from Tracy. I spoke with Craig Jenni Esq. three weeks after our board meeting where this was discussed, and I asked if Tracy had spoken to him or his partner Donna. He replied that "neither he nor Donna had spoken to anyone concerning the NACD since he and I had spoken earlier in the year concerning this matter.
6.At the July 14th board meeting II asked for a vote concerning Johnny's petition against termination, we had already voted on several occasions to terminate pending the outcome of the court proceedings. The vote needed to be unanimous to allow a hearing by Johnny at the next scheduled meeting. The vote was not unanimous with Larry Green, Don Syme and Tracy Grubbs changing their votes, again condoning the purchase, use, and sale of cocaine. Our July meeting was published in every way we can for the public, in the journal, on the website, by Face book, twitter, the deco stop, the cave divers forum, re-breather world, scuba board, and the Florida divers forum, and many people showed up at the meeting to voice their opinion even though this was to be discussed at a closed executive meeting. Because of our executive session, Johnny had every opportunity to attend and ask to state his case against termination. Why would he not come and many others showed up wishing to speak?
7. Based on the totality of the information concerning this case, the numerous votes and discussions that have occurred, the advice of several attorneys, all of whom represent different aspects of the legal system, Johnny's membership was terminated as per our by-laws. I even surveyed the instructors of the NACD, some of whom have no knowledge of these events, and 100% of the people who represent the NACD to students, and actually appear to care about their reputation and that of the NACD, did not want a person who had committed a serious crime to be associated with the NACD.
8. Unless someone has a vested, personal interest in the outcome, they should realize that this topic had been dealt with fairly and with dignity and respect for all parties in a non-public forum. There is no compelling reason to visit this again. This is not personal, it is a liability issue for the Corporation of the NACD.
The last part leads to my issues with the violations of the boards responsibilities:
Larry Green has accused me of preventing him from doing his job. He stated that he needed the NACD's database to do his job. Prior to every meeting I sent him, with no request from him, all the latest certification information, reformatted to allow easy access for his training directors report. Larry even stated in an email that he liked the format. This is exactly the type of information I gave to Rick and gave to Don prior to his developing his own treasury reports for the Board. As the training director, Larry has all instructor files and other materials that he needs to do his job, but he continues to state at every meeting that I am prevented him from doing what's expected.
Larry also submitted the paperwork for one student certified in April and this paperwork came to me in late July. I asked Larry for confirmation on the numbers on the envelopes as they did not match the NACD's recorded numbers and he informed me that the NACD's envelope numbers are wrong. I personally recorded each envelop in every instructor folder the week I possessed the NACD'S property, then that was returned to Larry. We have the official envelope stamp that is used every time an instructor purchases envelopes, the latest envelopes were purchased by Rob Neto and the numbers end in 1369, Larry submitted envelopes 2359 and 2360, we will not reach that number envelope for another 991 certifications, and I think that is something that we would question to ask. Not another instructor on this planet has envelopes in that number range, and they were not in the file when I recorded them in February.
Don Syme has not done his fiduciary responsibilities for the NACD. He has paid for Larry's Internet access and phone line, without board approval, even though no official NACD business is done from his house. I feel that Larry owes the NACD membership $567.71 for payment of his Internet service since March. The fact that no NACD official business has been done on the NACD's computer at his home. No other board member has this paid by the NACD membership.
An executive session was held after our July 2012 board meeting and in our by-laws it states that it is for board members only and their invited quests. What is discussed at the executive sessions is a board only conversation. Every board member signs a confidentiality agreement, yet in the latest letter from Johnny's attorney, "an unnamed source" recounted to Johnny or his attorney what was discussed at a closed session, another ethical violation of board policy which this board continues to ignore.
I'm concerned that this board has allowed these ethical violations to go on too long. So for taking a moral position and wishing to follow the NACD by-laws Curt Bowen and I were removed from our positions in a manner total contrary to the published NACD by-laws. When true violations of NACD policies are raised these issues are squashed. The current board doesn't want the membership's input and tries at every opportunity not have an election of new board members. If a qualified candidate is nominated several board members will block them on some frivolous reason that has nothing to do with the by-laws or their qualifications.
The NACD has and could return to a well respected international organization that has the potential to be a world leader in conservation, education, exploration and training, but the current board would rather spend time selecting which by-laws to follow and enforce. The Membership should require a more transparent and functioning membership organization. I have asked the current board to reverse these decisions and allow the membership to have a vote-- I encourage you to do the same.
While I still feel a strong affiliation as a life member of the NACD, I have no doubt that this board will try and terminate my membership and try to erase the years of volunteer work I have done for the NACD in order to create a better member organization. Just ask yourself, why should the training director or any instructor director be treated any differently than any of you?
Is it your organization or theirs?
Sincerely,
Bert Wilcher, ousted president of your NACD
