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ADK members, vote no to club giving you less of a voice

To the editor:

I write regarding the proposed changes to the Adirondack Mountain Club (ADK) bylaws. Members have recently received ballots in order to vote for or against these new bylaws. I am a member of the Niagara Frontier Chapter. As a lawyer, I represented, for over 30 years, the student governing body representing over 25,000 students of the SUNY Buffalo and worked with student leaders of a membership corporation on numerous governance issues. I love the Adirondacks and have spent enough time of my adulthood with my family in the region to become a 46er (No. 4,576) and introduce my grandchildren to hiking and paddling in the Saranac Lake area. I am opposed to the proposed bylaw amendments, and here’s why.

Membership

A vote “yes” for changes will be your last meaningful vote that could influence the mission, direction or policy of the club. Under the new bylaws, directors will be selected by other directors, not by the members through their chapters. In turn, the self-selected directors will have the authority to govern all aspects of the club. The membership, under the current bylaws, has the authority to amend the bylaws and certificate of incorporation. The amendment power will now be in the hands of the self-selected directors.

The current bylaws indicate that ADK is a “member directed organization.” Sorry, members — that phrase is deleted from the new bylaws. There is no question that the recent strategic plan wants to streamline decision making at the expense of the rights of the membership to participate in crucial decisions that affect the mission of ADK.

The membership is allotted an advisory council of trustees elected from each chapter. The new bylaws describe their role solely as providing reports to the board of directors and responding to their requests. This member-elected advisory council has no control over ADK operations. The membership council under the proposal will have one seat on the board of directors of between 12 and 20 members.

New director nominations

Nominations for the directors that currently serve came through the bylaw that allows chapters to nominate and elect directors. I cannot find in the proposed bylaws any process for the nomination of new directors. How is that going to work?

Officers

The self-selected board under the new bylaws nominates and elects officers to oversee the operations and finances of ADK. Deleted are the words, “The president is directly accountable to ADK’s membership.”

I asked the current ADK executive director, Michael Barrett, why such changes in the bylaws were necessary. He cited several problems facing the corporation: non-compliance with New York not-for-profit corporation law, a graying membership, a small endowment in relation to the size of the organization, past year financial deficits, and difficulty getting the current board of directors to confront these issues.

Does limiting the membership to one seat on the board solve any of these issues?

Without eliminating the power of the membership to vote, the board of directors could be streamlined, the election process standardized, and communications between the board of directors, chapters and members improved, and our 99-year-old organization readied for another century of dedication to the Adirondacks.

My conclusion, with regard to these proposed changes to the ADK bylaws, is that the losses to the membership far outweigh the gains to the corporation.

I would urge the membership to vote “no.”

Sincerely,

Daniel D. Shonn Jr., Esq.

Long-standing member, ADK-NFC

Akron, New York

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