The Oracle: Pride Board Hubris
It really takes cojones, or to make the reference gender neutral, tubes to be the existing Board of San Diego Pride. I had the opportunity to review the bylaws of the Pride organization and boy were they eye opening. In Article 4, it states “ No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any director of this corporation.” This is the part of the bylaws the Pride Board decided to amend in order to provide a bonus to the Pride Chair, Philip Princetta. How can they do that, everyone has asked and more recently, screamed. Simple, Article 5 of the bylaws states “This corporation shall have no members. Any action that would otherwise require approval by a vote of the members, shall require only the approval of the Board. Any and all rights which would otherwise vest under law in the members shall vest in the Board.” Essentially, that means the Board has absolute power.
Absolute power corrupts absolutely. So is it any wonder that the Board has not adhered to several of the other bylaws? First, it is required that Pride have at least 4 members of the Board of Directors. Over the last several weeks, the organization has operated with only 3 directors, in violation of the bylaws. Also, imagine my shock to read that the corporation wants “40 percent of the Board be people of color and an equal number of men and women on the Board.” Really? Boy, I am confused about who constitutes a woman or person of color; how many of the Boards since the adoption of these bylaws in 2003 have met this goal?
The final insults to the community are Article 6.9 which says “Removal of a director, including an emeritus director, shall take place in Executive Session where 80% of the directors are present. A three-fourths majority vote is required to remove a director.” And Article 6.5 “Candidates for the Board shall be voted on by the existing directors.” Isn’t that grand, the Directors can only remove themselves and they get to choose who becomes a new Board member. Sounds more like an exclusive, discriminatory golf club than an LGBT community-based organization.
A word to any new Board members elected by the “North Park Three.” First, declare yourselves an interim board. Second, do yourselves and the community a favor, vote to replace the “North Park Three” as soon as you have enough votes from other newly elected Directors. Your reputation within the community depends upon this action and so does the viability of the Pride organization itself. New Board members, do what’s right – the whole community is watching.
