Upon Alec McFarlane’s request for wide dissemination, I am republishing his letter below.
An Open Letter to the National Association of the Deaf
The Board of the National Association of the Deaf
The Library Friends Section
The NAD Membership
Unknown Number of Members
The Deaf Community
Estimated at 35 Million People
Ladies and Gentlemen of the Board
In regard to the actions taken by some NAD Board Members named herein, we are filing complaint and notice of intent to sue. The NAD Board, over a course of almost 20 years has actively oppressed, suppressed, and discriminated against the Library Friends Section of the NAD and the Deaf Community at large. We will present matters and evidence relating to the last two years and relative to the current Board.
We are calling for Article 4.14 and 4.13 due process hearings for the named individuals who sit on the NAD Board and we are calling for expulsion of these individuals on the grounds of Personal Conflicts, of Withholding Materially relevant information, of discrimination and of Civil Rights violations.
There is a pattern of behavior on the part of these Board members –and oftentimes the whole Board– where they have acted against the interest of the NAD, its stated Objectives, its Mission Statement, Vision, and its declared theme of “Nothing About Us Without Us”, and more. To wit…
The NAD Board, in its January 2012 Board meeting voted to freeze the accounts of the Sections on the grounds that there was no written policy governing their functions. The The Library Friends Section (LFS) was founded in 1994 by Ms. Alice Hagemeyer, the current LFS Chair. We would only discover this Board action during the April 20, 2012 Board meeting at the NAD Headquarters when Mr. Shane Feldman, the NAD COO, told us that the LFS had been suspended. Later the same day Ms. Margie English, Region I Board Member and LFS liaison, Mr. Sean Gerlis, Region I Board member and Mr. Christopher Wagner, Vice President of the Board would use the same term: “suspended”. Without regard to terminology and According to Article 8.02, only the Council of Representatives (COR) can suspend the Bylaws, of which the Section is a creation.
The actions of the January and April Boards were justified by Mr. Howard Rosenblum, the CEO of the NAD on the grounds that the Board has a fiduciary duty. Article 4.09 clearly states that the powers of the Board are specific to the Operational Funds and Health of the Association. Mr. Rosenblum uses the word fiduciary as some magical thing but in reality “The duties of a fiduciary include loyalty and reasonable care of the assets within custody. All of the fiduciary’s actions are performed for the advantage of the beneficiary.” (West’s Encyclopedia of American Law, edition 2. Copyright 2008) Now, when we speak of the Associations funds the Board has a fiduciary duty to the Associations Operations, where the Association is the beneficiary. Because the funds generated by the Sections do not contribute to nor take from the Associations Operating fund the Board’s fiduciary duties to the Sections “are performed for the advantage of the beneficiary” who, in this very instance, are the Sections. The Sections are clearly identified as Organizational members under Article 3.01(e).
The power the Board has over the Sections under either its 501(c)(3) status or its fiduciary duties come into play only when the actions of a Section DO NOT meet the requirements of such. In order to take punitive action against an Organizational Member the Board must have specific and credible evidence, and must follow due process as given in Article 2.03 which clearly states in the very first sentence that “The Association shall work with its State Association and Organizational Affiliates through their designated representatives.” At no point in time at or before the January or the April Board meeting were representatives of any Sections called to provide testimony. This is despite the fact that Ms. Hagemeyer and myself were in attendance to both April 2012 meetings.
At the April Board meeting Mr. Gerlis, Ms. English, and Mr. Wagner illegally called Alice Hagemeyer and myself into a private meeting apart from the rest of the Board whereas they gave an ultimatum to the LFS, an ultimatum they had no business nor power to carry out. They offered to pay one invoice request, but that after that we would forfeit our rights to the funds. It is a clear conflict of interest for these people to attempt to muscle, dictate, or otherwise oppress the LFS. It would be at this same meeting that Mr. Gerlis and Mr. Wagner would admit that they heard about the Deaf Cultural Digital Library (DCDL) from Ms. English only 2 or 3 months prior when in fact Ms. English, Dr. Bobbie Beth Scoggins, president of the NAD and Mr. Rosenblum were privy to communications dating prior to 2011 dealing with the DCDL.
We, Ms. Hagemeyer and myself, on our own and without any support of any kind from the Maryland Association of the Deaf (MDAD) or the NAD (despite extensive communications and appearances before the respective Boards), successfully passed MD HB 390 and MD SB 571 for the creation of a Deaf Cultural Digital Library (DCDL) in the State of Maryland. We made our first presentation to the Maryland Association of Public Library Administrators (MAPLA) in January of 2011 and Governor O’Malley signed the DCDL bill into law on May 22, 2012.
Ms. English, Dr. Scoggins and Mr. Rosenblum willfully, with malice, withheld documents, correspondence, and activities from the Board and the Membership for a period easily exceeding a year. This is inexcusable in any organization, and especially one that touts a theme of Nothing About Us Without Us, among others cited herein.
Mr. Rosenblum willfully and deliberately withheld information from the Board regarding matters of the National Deaf History Month (NDHM) and its Ratified Status, that the LFS was negotiating a contract with Gallaudet University for the use of Jean Boutcher’s oil painting of Abbe for LFS fund raising purposes, and that there were multiple events associated with the LFS where, for instance, Ms. English, LFS Board Liaison, was given a pass to the ALA Convention in New Orleans and invited to speak in our “Bridging Deaf Cultures in America” series. Also Mr. Rosenblum and Dr. Jack Gannon were specifically invited and featured at library events at the District of Columbia Public Library (DCPL) in December and again in March at the Enoch Pratt Library in Baltimore. Mr. Rosenblum failed to explain to the Board that the LFS was possibly the most active Section at the NAD and that certain members had invested significant personal time and personal finances. This is a material breach.
The Boards continued insistence on control extends to the recent Bylaw motions where the Board and the Bylaws committee have both made motions to go before the COR. The Board cannot make or second a motion, the Bylaws Committee cannot make or second a motion, and neither the Board nor the Bylaws Committee can reject a motion. The NAD Bylaws clearly state in Article § 4.09 “General Duties. The Board of Directors shall have general control of the affairs of the Association between biennial national conferences, during which time they shall consider action on conference recommendations”. This sentence can be read to mean two things: to consider those made by the COR and those made to the COR. Otherwise there is not provision within the Bylaws for the Board or Bylaws Committee to do these things as specified in the Roberts Rules of Order, Newly Revised (RONR).
The Board can make recommendations but that recommendation cannot be seconded because it is not a motion. If that recommendation by the Board is not seconded by a member of the COR in good standing it dies. Neither the Board nor the Bylaws committee can reject a motion, and they rejected my motion regarding Article § 4.16 Chief Executive Officer. “The Board of Directors shall be empowered to appoint a Chief Executive Officer to serve as the chief administrative officer of the Association. The Chief Executive Officer shall report to the President of the Association and shall serve as a non-voting ex-officio member of the Board”. My motion proposed that the language be changed so that the CEO reports to the Board as a whole, not the president. The Board and/or the Bylaws committee has rejected that in a clear power play. The NAD is probably the only corporation in America where the CEO reports to the president, the normal corporate arrangement is for the CEO (or similar) to report to the Board as a whole and to serve at the pleasure of the Board as a whole. These are just a few of many examples where the Board is far and away exceeding its given powers.
The Board, by way of Mr. Michael Berger, has refused to share the list of Delegates. The Board, by way of Mr. Rosenblum and Mr. Feldman has refused to share the NAD Policy Manual of which is mentioned in the Delegate Manual. The Board has used the powers of the Board in an oppressive and dismissive manner. The Delegate Manual is required to be disbursed 30 days prior to the Convention but an easy 90 percent of the deadlines contained within that document have already expired prior to its release, this effectively negates any real value in having this document and is consistent with the right hand not knowing what the left hand is doing.
There are additional matters of note where, (1) the Board has taken nearly $20,000 out of the Halex House fund to help compensate Ms. Nancy Bloch, the former CEO of the NAD with a $54,000.00 “parting gift”, (2) gave Ms. Bloch an additional $60,000.00 raise in pay for her final year, where #1 and #2 effectively give her $114,000.00 in total, (3) has actively and deliberately concealed donations made by Kathleen Anderson (Board Minutes January 20, 2012: 2012/20-03: M/S/P – English/Hawk move to strike out the dollar amount and revise the May 2011 board meeting minutes; Kathleen Anderson provided NAD with a large donation on behalf of her family foundation.), and (4) concealed funds received from the Motor City Association of the Deaf (MCAD) in or about 1993. The MCAD was dissolved and its funds, approximating $93,000.00, are now worth nearly a quarter of a million dollars. The NAD has, for years, refused to reveal the actual agreement with the MCAD, refused to reveal accounting for the MCAD and has not shown these sums in any financial reports. It is also notable (5) that the IRS 990 forms the NAD has filed do not show any endowments, and we are aware of several in addition to the recent “Bloch Leadership Award”. It is our understanding that the IRS requires that such endowments be listed.
The sum of the parts in this complaint show a pattern of behavior on the part of the Board where even the Delegate Manual comes into conflict with the Bylaws. The Board and the Bylaws Committee make 8 motions and these motions reveal their motives. Take for example “Form #4” where the Author is the NAD Board of Directors/Bylaws Committee and where the motion is seconded by the NAD Board of Directors/Bylaws Committee and the Bylaw Committee’s recommendation is to SUPPORT this proposed amendment. That is like having ‘Joe’ make a motion, ‘Joe’ second a motion, and ‘Joe’ approve a motion, but that’s not all. This particular motion is written by the Board to “…advise the Board of the Directors of the Association on specific areas of interest…” This is our complaint exactly. For more than two years we have actively engaged the people in the chain of command at the NAD and they have not shared this information with the rest of the Board or with the Membership. This must be stopped and this must be rectified.
NAD Bylaw Articles Cited:
Whereas 2.02 and 2.03 clearly outline membership and relationships
Whereas 3.01 clearly defines LFS (Sections) as an Organizational Membership in 3.01(e) and
Whereas 4.09 clearly defines and limits the Powers of the Board, and
Whereas 4.10 further defines Duties of the Board and where 4.10(e) applies to Ms. English, and
Whereas 5.01(e)(1,5) again clearly identifies LFS as an Organizational Member with more than 20 members and 1 delegate to the COR, and
Whereas 8.02 states the bylaws can only be suspended by a 4/5’ths vote of the Council of Representatives (COR), and
Whereas the Board has acted in contravention of the Bylaws of the Association as listed herein
We Then and Therefore call for a 4.14 and 4.13 due process hearing that should involve those named herein:
Mr. Howard A Rosenblum, CEO
Dr. Bobbie Beth Scoggins, President
Mr. Christopher D. Wagner, Vice President
Ms. Margie A. English, Region I Representative
Mr. Sean Gerlis, Region I Representative
Mr. Michael Berger, Region II Representative
Whereas these people have deliberately and willfully concealed materially relevant information from the Board and Membership over more than a years time, and
Whereas these people have deliberately and willfully violated 2.03, 4.09, 4.10, 5.01(e) and 8.02 of the Bylaws of the Association by assuming authority that does not exist, and
Whereas these people have deliberately and willfully concealed that 2.02, 2.03, 3.01(e), 5.01(e)(1,5), and 8.02 collectively identify the LFS as an Organizational Member, and
Whereas these people have deliberately and willfully ignored the Definitions of Responsibility as defined in 2.03, 4.09, 4.10, and 4.10(e)
Whereas these people have deliberately and willfully ignored the primary Object of the Association in 2.01, and
Whereas these people have deliberately and willfully mislead fellow members of the board and the members of the NAD, a personal conflict of interest in 4.14
We hold that it is proper to call for 4.13 hearings on these individuals.
Alec C. McFarlane, NAD/LFS Member and LFS Delegate
April 20, 2012
Distributed June 14, 2012
Alice L. Hagemeyer, NAD Member and LFS Chair
Albert Berke, NAD/LFS Member and Past NAD Board Member