Senior members of the PR Society, frustrated at numerous attempts to obtain the transcript of the 2008 Assembly and believing members have a right to it, this week filed a request for help from the New York County Supreme Court (PDF).
Judge Jacqueline W. Silbermann has been asked to order the Society to make the transcript available to members as a downloadable PDF on the Society website.
Cited is Section 621 of the New York State non-profit corporation law that enables members of a group to obtain access to books and records that are being denied to them by leaders.
Complainants do not need a lawyer to file such a request.
Section 621 says corporations are to keep "complete books and records of account and minutes of the proceedings of its members, board and executive committee…"
It adds that "Any of the foregoing books, minutes and records may be in written form or any other form capable of being converted into written form within a reasonable time."
Members have a right to examine such documents at the "office" of the non-profit "during usual business hours."
Complainants say the "complete" record of the 6.5-hour Assembly is a 136-page transcript which was delivered to the Society by a transcription service.
A three and one-quarter page "minutes" of the transcript made available to members fails to accurately capture the lengthy Assembly and is "only a bare hint of what took place that day," says the letter to the Court.
William Murray, president and chief operating officer, has failed to make the transcript available when asked to do so by members, says the letter.
He and VP-PR Arthur Yann have told members that the "sole purpose" of the transcript was to prepare the minutes.
Murray, according to the complaint, has refused to make available the minutes of the executive committee at its meeting on Jan. 25, 2008, although Section 621 specifically mentions that such minutes must also be made available.
Withholding Publicly Criticized
The letter notes that the Society’s withholding of the 2008 transcript, although transcripts for the 2002, 2003 and 2004 Assemblies had been distributed to the press and presumably some members, has resulted in public criticism of the Society.
William Sledzik |
PR professor William Sledzik of Kent State University, on his blog, called Society leaders "wrongheaded and obstinate" in withholding the transcript and David Scott, author of "The New Rules of Marketing and PR," said the Society "acts like the worst sort of command-and-control operation."
Complainants further said that the Society has a "lengthy record of withholding important information from members" and the matter of the transcript is only the latest example of this record.
They note that one of the biggest decisions the Society ever made, the suspension in 2006 of publication of its annual directory that included the names of 20,000 members and 200 other pages of valuable materials, was done without any consultation with the Assembly or the members at-large.
"Many members feel the current online directory, while useful, is no substitute for the convenience of a printed record of members," said the complainants.
They also note that delegates at the 2008 Assembly were disappointed that minutes of the 2007 Assembly were not provided until the day of the 2008 meeting and the third quarter financials were also provided on the day of the 2008 meeting. A complete list of all the delegates of the 2008 Assembly has never been made available to the entire membership, they also note.
"The Society seems to be getting tighter and tighter with information," say the complainants.
While the 2007 minutes were headed by the notation that the minutes were based on a transcript which was "on file" at Society h.q., there is no such notation on the 2008 minutes.
'Powers of Annual Meeting'
They note that the bylaws of the Society say the Assembly "shall have and may exercise all the powers, rights and privileges of members at an annual meeting."
The complainants believe that "this certainly entitles the delegates and members at-large to view the transcript of that meeting.
Challenging the conduct of the meeting by leaders, the letter to Judge Silbermann says that for the second year in a row there was no time for a "town hall" at which delegates could question the 17-member board of the Society because leaders had heavily programmed the meeting with various activities.
Two Hours on 'Strategic Dialogue'
This included about two hours of training in "strategic dialogue" by an outside consultant, the letter notes, even though at least one-third of Assembly delegates would not be present at the 2009 Assembly because of a three-year limit on service.
Delegates who raised topics for discussion during the day were told to hold them until the "town meeting," says the letter.
It concludes by asking the Court "to direct the leaders of the Society to provide the transcript in PDF form on the Society’s website so that all members may have access to it."
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