Hostile Takeover Of CHF?
Canine Health Foundation's President rejects American Kennel Club's proposed majority on the CHF Board as perceived hostile takeover.
Sep 13, 2007 | TheDogPress Club News
Wayne Ferguson, CHF President
Dear AKC Delegate,
It is with deep regret that I feel compelled to write to each of you today. As you may know, a proposal has been made and statements levied against the Canine Health Foundation with regard to a "drifting apart" nothing could be further from the truth. The American Kennel Club and the Canine Health Foundation remain committed to our combined mission of helping our dogs live longer and stronger – and it is with this mission and your dedication in mind that we are enjoying the most successful year in our Foundation's history.
A bit of background is in order. Several weeks ago, I was asked to meet with the Chairman and Vice Chairman of the AKC Board of Directors – the purpose of which was unclear to me at the time, however, it was quickly clarified by Mr. Menaker and Mr. Merriam. I was advised that the AKC was demanding eight Board seats on the CHF Board of Directors effective immediately in order to regain "control" of the CHF. Given we only have 23 existing Directors, and that we are an independent 501(c)(3) organization which is not owned by the AKC, the proposal was tantamount to a hostile takeover.
Given the impudence of the proposal in light of our independent status from AKC, I asked to survey members of our Strategic Planning Committee (which has been diligently working all year on defining the focus and vision of CHF) for guidance. After surveying the Committee, I conveyed to Ron and David that real concerns existed with regard to the proposal particularly since CHF has made great strides in the last three years. Nevertheless, they requested a face-to-face meeting with the Strategic Planning and Executive Committees, which occurred on September 9, 2007.
At that meeting, Mr. Merriam issued an ultimatum – agree that a third of the Board be ceded to the AKC, or lose funding and our offices entirely. We were collectively shocked by both the tone and message that was delivered. We concluded this meeting with the request to first discuss the matter with our full Board and then reconvene; however, in spite of our request, Mr. Merriam denied us that opportunity.
At the conclusion of the Delegates' Meeting the following afternoon, David informed the Delegate Body that distance had been created and that problems exist at CHF. Furthermore, two apparently dissatisfied CHF Board Members rose to support these allegations. I should add that these Directors have never raised such concerns at CHF Board of Directors meetings, nor have they raised these issues to me in private.
We are not distanced from the AKC. In fact, just four years ago, we moved our offices to the AKC Operations Center in Raleigh to take full advantage of our alliance with the AKC! As an "alliance partner," the American Kennel Club – our namesake – should be proud of their accomplishments with regard to the CHF. As a proud "parent" AKC should be pleased at our independence and success, not mandating us to conform. I would have expected that they would have been pleased that we have been expanding our vision to include global ventures benefiting all dogs.
As an example, in the last couple of years, CHF has continued to expand its reach into the worldwide canine research community – effectively seeking out new technologies and capitalizing on the renowned expertise and knowledge of canine researchers throughout the world. We are the largest international non-profit to fund research exclusively for our dogs, and that inspires us. Our Board and our Staff have worked carefully to build CHF's reputation in the research community – for a listing of our accomplishments, please visit our website at www.akcchf.org.
Folks, AKC is represented on our Board, yet none of these allegations were supported through a cooperative spirit, but rather an antagonistic one. Do we have problems? Of course we do! What growing organization doesn't? But we diligently work to improve on our successes and eliminate our weaknesses as we move forward working for you and your dogs. I believe that you and your clubs want a free and independent CHF, not a puppet or pawn of any of our strategic alliances. Only independence and free-thinking ensure an effective and efficient CHF. I firmly believe that to hobble us through misguided representation on the Board of Directors will essentially slow the process and nimbleness of the Foundation considerably. Think of it, contention on the Board is not something we should strive to but rather eliminate.
CHF continues to garner high praise from independent accrediting firms such as Charity Navigator (www.charitynavigator.org) and the Independent Charities of America – this is based on our fiduciary and financially responsible practices and the hard work and dedication of our professional staff. This praise is only heaped upon a small percentage of the one and a half million charities nationwide – we're in an elite class, therefore you can imagine my dismay at the AKC's erroneous allegations against our finances.
In the coming weeks, we will be exploring ways to preserve the independent status of the CHF that its Founders – members of the AKC Delegates' Membership – envisioned by setting the organization up as a separate 501(c)(3). We take our independent 501(c)(3) status very seriously. We also take very seriously the current threats to expel us from our offices and the potential "cutting off" of historical AKC funding unless we allow the AKC to "stack" our Board. Please rest assured that we are looking at creative ways to maintain both a good relationship with the AKC and the independence required for our 501(c)(3) status. Bear with us – I can assure and attest that our dogs' needs and your expectations as supporters and donors of CHF will be deeply considered and valued during this trying time.
Wayne E. Ferguson - President
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