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Canine Health Foundation Board Members Disagree
September 16, 2007
TO: AKC Chairman Ronald H. Menaker
AKC Vice Chairman David C. Merriam
FROM: The Undersigned
Canine Health Foundation, CHF, Letter, AKC Delegates
AN OPEN LETTER TO THE AKC DELEGATE BODY AND AKC PARENT CLUBS
In light of the letter sent to the AKC Delegates and AKC Parent Clubs by the President of the AKC Canine Health Foundation (see links at end of letter), we the undersigned feel compelled to respond to certain statements made that are untrue and misleading.
There has been a growing concern among several CHF Directors regarding the governance and their participation at meetings and decision-making. Our concerns have been raised to the President both in and outside of the Board meetings.
Let us remind you that each and every CHF Board member has a fiduciary responsibility for the proper management and governance of the Foundation. When Bylaws are ignored, this raises serious concerns. Here are some examples that substantiate this claim.
The Executive Director has traditionally been the individual that staff members report to. This was changed this past year with a memo sent to the Board by the CHF President stating the Executive Director will report to the CHF Treasurer, the Director of Canine Research & Education will report to the CHF Board Grants Director, and the Director of Development will report directly to the President. This was never discussed with the Executive Committee or the Board and was a unilateral decision by Mr. Ferguson. At the Human Resources sensitivity session that Board members attended which the CHF had conducted by an outside consulting firm, it was brought up to the lawyer who conducted the training, and her response was, “this is improper and needs to be corrected immediately”. To date, this has not been changed.
There is no mention in any of the Executive Committee Minutes dating from December 2006 to September 2007 of any salary increase for the Executive Director and the Director of Canine Research and Education. Yet, retroactive salary increases were approved by the President for these two individuals, without the approval of the Executive Committee.
Article 8, Section 10 of the CHF Bylaws states: “The Executive Officer shall be paid a salary set by the Board based on a recommendation of the President, approved by the Executive Committee.” The Board was given review sheets to evaluate the Executive Director’s performance. The Board was never informed of the President’s decision to approve these raises for both the Executive Director and the Director of Canine Research and Education. In fact, there are no Performance Reviews on file for the Executive Director since 2004. When AKC in its role as salary and benefits administrator questioned the action of these retroactive raises, they were told they were approved by the CHF President and Treasurer.
At several meetings members of the Board have requested financial reports. They are few and far between, not audited, and giving limited information. CHF use of lines of credit is open to serious question.
There have been other infractions of circumventing the Bylaws including asking the Executive Committee to approve certain expenses, after the fact. Article 5, Section 10 of the CHF Bylaws provides: “Compensation for documented expenses will be approved by an affirmative vote of a majority of the Executive Committee or Board of Directors.”
One of the most serious matters that confront the CHF Board is the lack of respect for other Board members by the President. He has alienated some members of the Board by screaming at them during Board meetings and throwing temper tantrums when they do not agree with him. Making disparaging remarks about Board members is not professional or presidential. Many Board members have been the targets of his wrath and callousness. This is still another reason why we feel disenfranchised and left “out of the loop”. This situation has worsened over the past 18 months.
At the meeting attended by Mr. Merriam and Mr. Menaker with the CHF Strategic Planning Committee and members of the Executive Committee, which included Mrs. Bell and Mr. Arnold, at no time in the discussion did Mr. Menaker or Mr. Merriam use terms describing their proposal as an “ultimatum” or “take control of the Board”. However, these words were used by some CHF Committee and Board members. The AKC proposal asked for representation of one-third of the AKC/CHF Board. In the future, should the Board be increased or decreased, then AKC requested the same ratio of members – i.e., one-third. Hardly what one would describe as a “hostile takeover”. When Mr. Menaker responded to this statement, he asked how can that be interpreted as a “hostile takeover” when the Foundation would have the majority of the votes. One member responded by saying “then you would vote with the other side”, which acknowledged the fact that there is a division and a fractured Board. In his letter to the Delegate body and Parent Clubs, Mr. Ferguson accused AKC of wanting to “stack the Board”. In fact, he has personally in the past four years either nominated or seconded the seating of nine CHF Board members. His philosophy seems to be to secure a select group who will agree and follow him, so that he can operate on his own, independently, and as if it was his own “fiefdom”.
We the undersigned have always put the interests of the Foundation, its Donors, and the dogs first and foremost. We are passionate, committed, dedicated, and are hopeful that the AKC and the CHF resolve the issues at stake.
Mr. Lee Arnold, Secretary and Member of the Executive Committee
Mrs. Catherine Bell, Second Vice President and Member of the Executive Committee
Dr. Anthony DiNardo, Director
Mrs. Mary Hayes, Director
Mrs. Joann Kusumoto, Director
Honorable Iris Love, Ph.D., Director
Mr. Andrew (Gene) Mills, Director
Mrs. Nina Schaefer, Director
Mr. John Studebaker, Immediate Past President and Member of the Executive Committee
(Note: This letter may be released. Please feel free to distribute this to the Delegate body or the Parent Clubs or any list you subscribe to.)
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