Attorneys Clash on YMCA By-Laws

The contested motion to change the by-laws of the YMCA fell flat at their annual meeting on Tuesday, as board president and county attorney Chris Taylor looked around the room and noted the sparsely-filled tables at Henry’s Diner.

The change, which at least one vocal member likened to repealing the rights of the entire membership, would essentially change the by-laws so that fewer people were required to meet a quorum and make decisions on things within the organization.

“It’s not a big deal,” Taylor said after the meeting. “The thing is, in order to elect board members, you have a board of directors and we [hold meetings]. We don’t manage the YMCA or anything like that. We have a CEO and their staff does that.”

All members of the YMCA are considered voting members, and for decades the only way to elect board members and change by-laws has been to get a quorum, or 10 percent of the voting members together for a vote. Currently, the YMCA has some 3,000 members, meaning 300 of those would have to come together for a vote in order to get anything done, Taylor explained.

“It just doesn’t happen,” he said. “You can’t get that many people interested. The other way to do it is to mail out ballots, which we’ve done in the past, and you mail out 3,000 ballots, costs $1,000 and you get three or four people to respond, well that’s like throwing money away.”

Taylor said what the current board of directors would like to do is keep the current nominating process that includes three board and three voting members, but leave the decision up to the board, thus eliminating the 300-man quorum issue.

“It would be different in my mind if there were six people trying to get two spots,” he said. “But you’ve got 10 spots and you have eight people. It’s not like it’s a contested election. It’s just wasted money and we’re trying to streamline it.”

The hitch of the streamlining effort goes back to the reason they want to do it in the first place: in order to alter the process, they have to change the by-laws, and in order to change the by-laws, they have to have a quorum.

In order to overcome the issue, the board of directors has disseminated proxies to members in an effort to get them to vote one way or the other outside of a public meeting. 

Hall Triplett, a YMCA member and local attorney who's opposed to the proposed by-laws amendment, said he’s witnessed the fitness center’s staff handing these proxies over to members as they enter the gym and has personally stepped in to inform them of how he said they’d effectively be signing away their rights as voting members.

“My main objection is that the members were being stripped of their rights and the authority that they’ve had under these by-laws from the beginning,” Triplett said. He admitted most aren’t aware of what is explicitly stated in the by-laws, but contended that the board “can do anything they want, damn near” given their position, and he doesn’t want to see the member’s position in the organization absorbed by a select few.

Taylor agreed that Triplett was right about the board not following the by-laws to elect past members, but maintained the current method as impractical due to the large number of members required to meet the quorum.

“My thought was—because it says in the by-laws ‘two-thirds of the members present at a special meeting or any other meeting’. So my thought was that we could table it here, and at the next board meeting—that would be any other meeting—we could vote on it there. If you have zero members, two-thirds of zero is zero. I’m not sure that’s going to fly, either. I’ve got to think about that.”

The board, Taylor explained, is responsible for raising money and hiring and firing the director. They aren’t tasked with overseeing the operations, he said, day-to-day operations are conducted under the control of the director. For his part, the director reports to the board with an annual budget and monthly financial reports, Taylor said, but otherwise there isn’t a lot of interference in the way the facility is run.

“If you have the ability to hire and fire him, doesn’t that authority extend on, just by common sense?” said member Joe Gibson. “I think what Chris [Taylor] really means is that the board shouldn’t get involved with who’s mopping the floor and all that, but I feel like the board’s direction should be ‘make sure that place is clean.’"

Triplett maintained that it is important for members to be aware of their rights within the organization, and to act as an overseeing body as to how the facility is run.

“The members need to get mobilized because the members have a better perspective of oversight over the management than the board themselves have, because they’re at a distance,” Triplett said. “But there’s not arm’s-length distance between themselves and the director.”

Ultimately, the decision on the by-laws was tabled due to the lack of a quorum. What will become of the by-laws remains to be seen.