Jason Moran Vancouver 0

VRC Board of Directors Dereliction of Duty

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We recognize that all Board Directors give their time on a volunteer basis to sit on the VRC Board. They are well-meaning, well-educated people and we appreciate the time they serve on the Board.

However, the actions of some of the Board members have demonstrated a serious dereliction of duty, whether inadvertent, or otherwise. The VRC makes over $1,000,000 in revenues per year and if you sit on the Board of Directors, it must be a serious commitment. Managing the members' money should not be something taken lightly or sluffed off as "oh we are just volunteers". The actions of this Board have had, and continue to have a negative effect of access to badminton court time and exposed the VRC, its Board of Directors, and its general members to huge financial liability.

We, the general members, elected the 2022-2023's Board to correct the huge errors of the 2021-2022 Board. Unfortunately, despite having more than12 months' to take action, none of the huge errors were addressed. The mindset of the 2022-2023 Board was to ignore any past issues, put on blinders and simply move forward. There was no attempt to earnestly listen, empathize, resolve, collaborate, or build bridges between differences of opinions.

What could explain this dereliction of duty?

We believe that attitudes of righteousness and arrogance have significantly contributed to this dereliction of duty. More specifically, there was an authoritarian group of board members holding back information from the whole Board. Often, the information that was withheld was crucial information for all Board members so that they could make well-informed decisions based on well-discussed/debated topics.

Also, we contend that these Board members know that these actions are in contravention to the VRC's Bylaws and the Society Act.

Unfortunately, this authoritarian group of Board members are currently on the Board Executive (2023-2024): President, Vice President and Treasurer. These three Board members have presided over one of the worst years in the 70+ year history of the VRC from a management and governance perspective.

Here are the missteps:

  1. The President (chairs meetings, adjudicates voting, directly supervises the Executive Director and is MORALLY, LEGALLY, AND ETHICALLY the only one responsible as the leader of the not for profit):
    1. Had the most resignations of Board members occur while under his one year "leadership" in the history of the VRC - 3 Directors have resigned to date.
    2. Allowed unauthorized payments of well over $150,000 to two key employees, the Executive Director and Head Coach of Badminton Services since January, 2023.
    3. Knew that these two employees had "contracts" that have never been approved by the Board.
    4. Knew that the two "contracts" are not signed in accordance with the VRC Bylaws or the Society's Act. No one had authority to hire either of these people and he knew it, it was why he was elected, to fix what the 2022 Board had done.
    5. Allowed the Executive Director to continue to function unchecked despite all of her actions disrespecting members and Board members.
    6. Withheld vital information regarding the huge lawsuit from the previous Badminton Head Pro from all other Board members except the executive members.
      1. The lawsuit has a face value of over $200,000 and could be easily dismissed and likely would be if the entire Board could hold a vote with all of the information.
    7. Put all Board Directors in a position of financial liability because of his authorization of payments to the two key employees.
      1. If general members were to take issue with these funds being disbursed without any approvals by the Board, ALL BOARD MEMBERS would be personally financially liable to repay those funds to the Club.
    8. Knew that the VRC had not renegotiated the lease with the City yet still to this day authorizes the sale of annual memberships when the VRC is now on a precarious month to month lease which could end at any time according to the laws that govern leasing regardless of what letter the Vice Chair may present from the City that indicates we have a month to month lease only.
  2. The Vice President of the Board continues to be responsible with the Executive Director to negotiate a new lease for the VRC.
    1. Was derelict in her duty over the last two years to get a new lease signed fully knowing it expired in November of 2023.
      1. Now, the VRC has only a month-to-month lease agreement for the first time in its history!. Members pay an annual fee but we could be evicted at any time according to experts in the field of leases. The City of Vancouver now controls our lease (not the Parks Board) and could quite easily ask for significant changes or if we are unwilling, could terminate our lease. And with Pickleball’s growing popularity, City may demand some of the badminton court time be used for Pickleball. The VRC does not own the land or building.
    2. She is also a member of the Vancouver Lawn and Tennis Club and has been on their Board of Directors Badminton Committee overseeing all things badminton including membership for the past several years
    3. Is in a huge position of CONFLICT OF INTEREST.
      1. Is she really acting for the VRC? If the VRC loses its lease, where will many members go? To the VLTC where they are struggling with Badminton membership!!
  3. The Treasurer (signing pay cheques and oversees club finances) acted without any authority and has put the Club at great risk.
    1. In 2021-2022, without any Board vote or approval, and in violation of VRC Bylaws, she entered into and signed a contract "hiring" our Executive Director.
      1. The ED's contract is very one sided in favor of the ED allowing for flexibility in her work schedule "as required", a 10% bonus without any performance obligations putting her salary in excess of $100,000/year, and no end date for the contract...it is perpetual!
      2. VRC Bylaws state clearly that any contract must be signed by two people, either two officers of the Board, or one officer and the ED. She was not an officer of the Board when she signed it she was simply a Director at Large, and the contract clearly states that.
      3. What gave her the idea that she could unilaterally hire, then sign a huge contract and bind the VRC to an Executive Director that has so many members dissatisfied with her performance?

In light of the above egregious violations of our Club's rules, we are calling for the immediate resignation of all three of these Board members, President, Vice President and Treasurer. They must step off the Board as their actions are clearly contrary to the best interest of the VRC. The President and the Treasurer have violated the VRC's Bylaws and the Society's Act which is the governing law for all not-for-profit organizations. The Vice Chair has been derelict in her duty to negotiate a new lease with the City of Vancouver and further, because of her serious conflict of interest, cannot be trusted to be acting in the best interests of the VRC.

By signing this petition, we will let these Board members know that they must resign and let others fix the huge errors they are responsible for.

We must have a club that follows the laws and regulations that govern not-for-profit organizations.

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