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Sep 26 2012

For MTHA, governance questions linger in advance of board meeting

The Maryland Thoroughbred Horsemen’s Association (MTHA) will hold its next meeting in the first week of October, and the meeting will be in executive session, several sources have said.

That meeting figures to be a lively one.  Agenda items will likely include an update and possible action on negotiations with the tracks over future racing dates, stabling, and other issues; and discussion of a proposal from the jockeys to increase losing mount fees (paid to horses finishing fourth or worse) from $40 to $100.

And then there are those pesky, as yet unresolved governance and personnel issues that have dogged the organization since February.  (If you need a refresher on developments to date, you can read up here, here, here, and here.)  In brief, a proposal to change the bylaws and allow members, rather than directors, to elect the president and vice president led to a special meeting of the members, which voted for the change.  That led to the board’s invalidating the result of the vote, which spurred weeks of contentious meetings, ultimately leading to a global compromise on several issues.  That compromise, reached in late May, was in significant part repudiated by the board at its very next meeting, in July.

Several personnel changes were among the elements of the compromise not repudiated by the board.  Those include the retirement of executive secretary Wayne Wright and the resignation from his role as president of Richard Hoffberger; Hoffberger intends to remain on the board.  According to a statement issued by the MTHA, both men, as well as vice president Richard Meyer, intended to step down on September 15; but in the absence of any meetings, that has not occurred.

Meanwhile, without a meeting in more than two months and with no information about these issues flowing from MTHA leadership, the backside rumor mill has been active.  For example, multiple sources have suggested that the new MTHA president will be a person not currently on the MTHA board — a prospect, which if true, may rekindle the frustration of many members who just five months ago voted to empower themselves to choose the president.

And then there’s the issue of that special meeting, whose work the board invalidated back in May.  According to Article XIII, Section 1 of the organization’s bylaws, “the Board of Directors shall not alter or repeal… any Bylaws made by the Members.”  The board’s invalidation of the actions of the special meeting — on the grounds that ineligible members may have participated — means that the board, in effect, decided that no proper special meeting had ever taken place.  That suggests that the request for a special meeting — which the board is obligated to grant — remains pending.

What next?  Each time the board seems to step away from the brink, it takes a step back towards it.  Now — with purses up, a long-term deal with the tracks in the works, and a nerve-wracking special legislative session in the rearview mirror — would be a good time for the MTHA’s board to resolve the issues that have roiled the organization, treat its members with the respect they deserve, and position itself to help Maryland racing prosper in the years to come.

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  1. Tony

    Allegedly,meeting is closed to general membership so that the board can select the new president. A board member will be removed to pave the way for a new individual who will then be voted in for president.. Early odds are on Richard Vermillion. If the members were allowed to watch this show all h$$$ would break loose- hence the closed meeting. Why is this organization allowed to handle tens of millions of state money under a veil of secrecy?

  2. admin

    Thanks for checking in, Tony, and for your thoughts. It sounds as if everyone’s hearing the same rumor, which may or may not lend it credence. This is an important moment for the MTHA, I think, and it’s critical that the board make good decisions about how it proceeds with a number of issues — how it chooses the president and who that person is are two of those, particularly since the membership did make a pretty strong statement on the topic just a few months ago.

  3. MD RACER

    This is an extremely precarious time for the MTHA. The leadership of the MTHA could be on the verge of dividing the organization beyond repair. EVERY MTHA member should be watching with eyes wide open. The MTHA Board has not met for months and the notion that the next meeting will be entirely a closed meeting should trouble the general members. There are a number of key governance issues that need to be addressed and excluding the members will only exacerbate the growing dischord between the members and the leadership. The members have made it clear that they seek a greater voice. Ignoring the input of the members at this crucial time may be the death knell of the MTHA.

    Specifically – all members received a newsletter that informed us that the President, Vice President ,and Executive Secretary were stepping down on September 15. Since that has been the only communication made on the subject to the members, it signifies that those resignations became effective on September 15. Accordingly, the individuals that served in those roles prior to September 15 MAY NOT serve in those roles at the next meeting. Hopefully, the General Counsel will point this out to the Board. Additionally, the Executive Secretary prior to September 15 MAY NOT ATTEND THE MEETING if it is a closed meeting. The Executive Secretary’s resignation was effective on September 15. If the former Executive Secretary is permitted to attend the meeting, then it must be considered an open meeting and available to ALL members. If the communication in the newsletter that announced the resignations was not factual , then that will create an enormous credibility issue for the Board.

    As for the selection of a new President and Executive Secretary , the Board has a fiduciary responsibility to conduct itself in accordance with its bylaws and appropriate non-profit organization governance, Frank Vespe is correct – there is an outstanding request for a special meeting. The Board’s decision to void the results of the prior special meeting does not invalidate the need to hold a special meeting. A sufficient number of signatures were obtained and presented to the Board and the bylaws require that the meeting be held. The members will decide how they wish to vote at the special meeting and that will dictate how the new President will be elected. This is mandatory according to the bylaws and there is no room for interpretation. Appropriate non-profit organization governance would suggest that the Board post a job opening for the position of Executive Secretary, collect applications, and conduct interviews. Minority and disadvantaged applicants should be encouraged to apply and given consideration. The President and Vice President prior to the September 15 resignations and the Executive Secretary were all caucasian males. Diversity should be encouraged by a non-profit organization, especially considering the fact that the general membership is a very diverse and multi-cultural group. Again, the General Counsel should provide guidance in this area.

    If the Board meets in a closed session and appoints a new President without holding the required special meeting, then the members will be called to action. One can anticipate an all out “revolt” by the general membership that will likely include litigation, media exposure, and meetings with appropriate legislators. Of course, all of those actions are easily avoidable by responsible Board behavior.

  4. admin

    Thanks for checking in, Racer – interesting thoughts. Certainly, what you call “an all out revolt” would be a less than optimal outcome for everyone involved. Do you think there’s much likelihood of that? Assuming from your name that you’re a horseman, are others thinking along those lines? Either way, let’s hope it doesn’t come to that.

  5. Lead Pony

    Tony- one might also consider that the purpose of the closed meeting is to discuss the latest proposal from the Stronach Group. I think the general membership deserves to know what is on the table. How about a group discussion on a Saturday morning after training- Nope, then everyone would know that Frank is willing to give us 100 days (10 days more than 2012) with no fees. Guess what Baltimore County folks- Frank wants to open the stable area at Pimlico and build extra barns. How would that work for you guys? Blame the leadership for your continued commute.

    The leadership continues to rebuff every proposal with the excuse “We don’t trust Frank”
    Okay, then put contingencies in the contract like every other business deal has. If Dale, Alan, Wayne and Richard cannot handle these negotiations please stay home and send in the adults.

  6. Wise Al

    Like they do at the breeders (who have gotten away with it for all these years) all of the meetings will likely be closed from this point forward so that the work at hand can be resolved..

    The unknown writers should stop trying to play counsel with unknown facts.

  7. admin

    Thanks for weighing in, Pony and Wise Al. I think, Pony, that you raise an interesting point: specifically, that while Stronach has certainly earned his reputation in this state as a tough guy to trust, that’s exactly why you have contracts — so that you have recourse if he doesn’t live up to the agreement. At some point, we have to trust — trust that our contracts are strong enough to push him to do the right thing and punish him if he does not — and that trust has to enable us to reach accord.

    Wise Al — to what specific unknown facts are you referring? If there’s information that would illuminate the situation, help the membership understand what’s going on, etc., it sure would be nice to have it.

  8. MD RACER

    Let’s not worry too much about closed meetings. Sure, its distasteful and erodes the MTHA’s credibility but horsemen have plenty of avenues to get informed and share their ideas. This blog and other outlets have made it easier to get information. Horseman should utilize “self help” and get empowered. How is this to be accomplished ? It’s quite simple. Take it upon yourselves to reach out to the Stronach Group and let them know that you are concerned about the future of racing in Maryland. Let the Stronach Group know that you want to hear their vision for racing in Maryland. Encourage the Stronach group to bring the details of a long term deal DIRECTLY to the general population of horsemen. That way you hear it from the source. Additionally, remember that the MRC meetings are open and provide time for public comment. If issues raise concern for you, then attend the MRC meetings and speak at the appropriate time. Consider joining the MHBA and the Maryland Horse Council. They are great resources. Follow the National HBPA for industrywide issues. Contact this blog or the Paulick Report or the Blood Horse if you feel something warrants public media attention. Finally, don’t be afraid to reach out to your elected officials to share your thoughts or grievances. Its YOUR racing and YOUR purse money – never forget that.

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