Post by admin on Jun 21, 2011 22:25:09 GMT -6
The following analysis has been conducted by the Committee to Reform MUFON for the benefit of the Members of MUFON. Every effort has been made to ensure accuracy and sound judgment in this analysis.
Democracy is not an alien being in MUFON
In February, the Committee to Reform MUFON (CRM) began raising these questions:
Why can’t the members of MUFON vote on who is on the Board of Directors?
Why do 9 people in MUFON get to appoint themselves to the Board?
Why is it none of MUFON’s 2800 members has a chance of ever being on the Board?
Why is it the 2800 Members of MUFON have no say in how MUFON is run?
Why? And why can’t we change it? Why DON’T we change it? Why don’t we get a system where anyone who has been a member of MUFON for, say, 5 years could run for the Board and we’d all vote on those people? The candidates could present themselves and we could ask questions. Then we would all vote. Why don’t we have a democratic system like that in MUFON?
As soon as CRM raised these issues, various people in MUFON responded with misleading statements. They said if MUFON changed its governing corporate document, MUFON would lose its tax exempt status and cease to be a non-profit organization. They also said changing the corporate documents would be extremely difficult and expensive.
Misinforming statements
Here are some examples. On Feb. 5, Terry Groff, assistant director of investigations for Texas , wrote:
MUFON is a 501(C)3 non-profit organization. Any attempt at restructuring or reformation would violate its terms and MUFON would have to give up its non-profit status.
On Feb. 3, Fletcher Gray, assistant state director for Texas , wrote:
MUFON is a 501(C)3 organization doing business under the authority set down with the IRS. Changes to these guidelines could cause MUFON to lose their 501(C)3 status. The undertaking. . .would be an enormous task not to say an expensive one.
Proving that the Directors of MUFON do not always have a firm grip on the truth, the following statement is attributed to Board member and Chief of Investigations Marie Malzahn in February:
This [MUFON] is a non-profit organization. . . .we must follow the federal guidelines in order to keep our non-profit status. . .
Originally, MUFON was supposed to have an elected Board
The Committee to Reform MUFON knew that these statements were not correct. We knew the organization would not lose its non-profit status if it changed the Articles of Incorporation to provide for member election of the Board of Directors, and we knew it would not be difficult. But just to be doubly sure, we consulted an attorney knowledgeable in the law of non-profit corporations.
In the process we learned something interesting: until 1982 MUFON’s corporate charter (Articles of Incorporation) DID provide for member election of the Board of Directors. Here’s what the corporate charter once said:
ARTICLE 8: The business of the association shall be transacted by 3 trustees to be elected by the members of the association [i.e., the Members of MUFON].
And of course, at that time (prior to 1982) MUFON was a tax-exempt corporation, just like it is today. In other words, democracy is not the alien, never-before-seen-in-MUFON, tax-exempt-destroying being some people want us to think it is. Far from it! Walt Andrus, founder of MUFON, intended for the Members of MUFON to vote for the Board of Directors and he wrote the instructions for voting into Article 8 of the original corporate charter.
We lost our voting rights in 1982
In 1982, the then Board amended Article 8 to do away with member voting. They replaced it with a new Article 8 in which the 9 members of the Board of Directors vote for themselves, as follows:
ARTICLE 8 [current version]: The business of the corporation shall be transacted by the Executive Board composed of the International Director, Deputy Director of Administration, Deputy Director of Business Management, Secretary, and Treasurer, to be elected by the members of the Board of Directors.
(The MUFON corporate Articles of Incorporation, as well as the corporate By-laws, can be seen at www.mufon.com under “About” and “Our organization.”)
Would it be it difficult and expensive to change MUFON’s corporate documents? Not at all. All it would take is to file a paper with the state of Texas , where MUFON is registered as a corporation. It would not even be necessary to have the assistance of an attorney, and if an attorney was involved it would take about 2 hours of attorney time ($600), according to the attorney CRM consulted.
In other words, with the stroke of a pen the MUFON Board could change the corporate charter to restore the vote to the Members of MUFON—just like they changed the rules in 1982 to do away with the vote.
With the stroke of a pen the MUFON Board could change MUFON from an autocratic to a democratic organization. With the stroke of a pen we could have a NEW MUFON in which the Members would have a voice in the direction of our organization.
Elections for the Board WERE held in the 1980s
Not only that, but it seems there can be member voting for the Board of Directors even without a change in the corporate charter because in the 1980s there was. In 1988 and 1989, and possibly in other years, Walt Andrus conducted elections for Regional Directors who then served on the Board of Directors. Nominations were submitted by state directors and any member of MUFON who wanted to run for Regional Director/Board of Directors submitted their name to their State Director.
In the spring of 1988 Walt conducted an election for Central Regional Director. MUFON members from 19 states voted on a ballot enclosed in the May issue of the MUFON Journal. In the Director’s Message in June, Walt announced that “George Coyne was seated on the Board of Directors after his election to the position of Central Regional Director by popular vote of the members in the central states.” George Coyne was at that time the state director of Michigan and, according to Walt, he had “served as assistant chairman of the very successful and professionally managed MUFON 1986 UFO Symposium in Michigan .”
In the spring of 1989 Walt held another election, this time for Eastern Regional Director/Board of Directors. “Every member is encouraged to vote,” Walt wrote in the Director’s Message, “since this is your opportunity to select the person you feel will best represent the eastern states on the MUFON Board of Directors.”
In May, Walt announced that Florida state director had won the election after “receiving more than half the total votes cast. Therefore he will be representing the eastern region of states on the Board of Directors for the next four years.”
Democracy not an alien being in MUFON
As can be seen, without difficulty, and in short order, we could have a democratic MUFON. That was the vision of MUFON’s founder Walt Andrus, and MUFON would not lose its tax-exempt status. It is time for change in MUFON, and this is the change we need.
The Board of Directors’ idea of change
In the meantime, last week ID Clifford Clift sent out an email (June 10) acknowledging that change is needed on the Board of Directors. And here is his idea of the kind of change needed: Clifford said the Board is looking for 3 people willing to serve on the Board for up to 2 years without a vote on the Board, as long as they are willing to work, pay their own expenses, and donate money to MUFON.
Cliff called these positions “interim” positions, by which he meant a kind of try-out or audition for the Board. Cliff did not say this, but if history is a guide these Board try-outs will be required to sign a paper saying they agree the Board can dismiss them at any time without cause.
With this announcement from Cliff, the Board is offering nothing to the Members of MUFON. As in the past, the Board and only the Board will appoint the 3 new members. In the past, however, when an individual was appointed, they became a real voting Board member, not easily dismissed before their term of office expired. The 3 new interim members, whether they come from the Board’s inner circle, as in the past, or from farther afield, will be carefully screened and they will have less independence and be more compliant than a normal Board member since they are on “try-out.” In other words, they will be debilitated Board members. There are no advantages in this arrangement, either for the try-outs, or for the Members of MUFON.
The MUFON Board does no fund raising
For years we have been told about the financial contributions made by members of the Board. It is implied that, Sure, anyone in MUFON could be a member of the Board as long as they are willing to contribute money to MUFON annually. In this vein, Cliff reports in the June MUFON Journal that the Board of Directors contributed $15,000 to MUFON in 2010.
$15,000? That is a pittance compared to the amounts of money MUFON could potentially raise if our organization were mobilized to do professional fund raising! Not that professional fund raising is easy. It requires a sustained, long term commitment to reach out to the foundation world and to people in New York and Hollywood, but that is exactly the kind of professional fund raising that is done by every successful non-profit in this country. It is also the kind of fund raising that has never been undertaken by any MUFON Board of Directors, as far as we know.
In other words, we have a Board which does no outside fund raising, leaving MUFON in a perpetual hole; the Board periodically kicks in tiny amounts such as $15,000 and the Members of MUFON are then told we must have this Board because this Board gives money. There is something wrong with this picture. Similarly, we were told MUFON must get in bed with Robert Bigelow because he was the ONLY person who would give substantial amounts to MUFON. Really? Was anyone else asked? Can this Board provide a list of funding sources approached in the last two years?
Please note that $15,000 represents an average contribution per Board member of $1700. Is that enough to purchase control of MUFON? In the meantime, the 2900 Members of MUFON collectively contributed $160,000 at minimum, not counting state assessments and other given monies. How is it that $15,000 buys a voice in MUFON and $160,000 doesn’t?
Why did Cliff announce the Board is looking for “interim” members? Previous new Board members were drawn from the Board’s inner circle. Is there no one left in the inner circle? Do some members of the Board wish to leave and there is no one to take their place? What about the position of International Director? The word is Clifford Clift intends to resign. In the past, the ID job always went to someone on the Board. Word was that longtime Board member Jan Harzan would be the next International Director, but now it is known he will not be taking that position. In other words, this Board is unable to generate a new leader for the organization. Fine. Will this Board, then, permit the Membership of MUFON to generate our own leaders?
The answer is: Hold elections
Hold elections for the Board of Directors and the International Director. With the stroke of a pen, change the Articles of Incorporation. Restore Walt Andrus’ original vision of democracy in MUFON. Provide MUFON with legitimate leadership elected by the Members of MUFON. That is the solution to the problem.
Democracy is not an alien being in MUFON
In February, the Committee to Reform MUFON (CRM) began raising these questions:
Why can’t the members of MUFON vote on who is on the Board of Directors?
Why do 9 people in MUFON get to appoint themselves to the Board?
Why is it none of MUFON’s 2800 members has a chance of ever being on the Board?
Why is it the 2800 Members of MUFON have no say in how MUFON is run?
Why? And why can’t we change it? Why DON’T we change it? Why don’t we get a system where anyone who has been a member of MUFON for, say, 5 years could run for the Board and we’d all vote on those people? The candidates could present themselves and we could ask questions. Then we would all vote. Why don’t we have a democratic system like that in MUFON?
As soon as CRM raised these issues, various people in MUFON responded with misleading statements. They said if MUFON changed its governing corporate document, MUFON would lose its tax exempt status and cease to be a non-profit organization. They also said changing the corporate documents would be extremely difficult and expensive.
Misinforming statements
Here are some examples. On Feb. 5, Terry Groff, assistant director of investigations for Texas , wrote:
MUFON is a 501(C)3 non-profit organization. Any attempt at restructuring or reformation would violate its terms and MUFON would have to give up its non-profit status.
On Feb. 3, Fletcher Gray, assistant state director for Texas , wrote:
MUFON is a 501(C)3 organization doing business under the authority set down with the IRS. Changes to these guidelines could cause MUFON to lose their 501(C)3 status. The undertaking. . .would be an enormous task not to say an expensive one.
Proving that the Directors of MUFON do not always have a firm grip on the truth, the following statement is attributed to Board member and Chief of Investigations Marie Malzahn in February:
This [MUFON] is a non-profit organization. . . .we must follow the federal guidelines in order to keep our non-profit status. . .
Originally, MUFON was supposed to have an elected Board
The Committee to Reform MUFON knew that these statements were not correct. We knew the organization would not lose its non-profit status if it changed the Articles of Incorporation to provide for member election of the Board of Directors, and we knew it would not be difficult. But just to be doubly sure, we consulted an attorney knowledgeable in the law of non-profit corporations.
In the process we learned something interesting: until 1982 MUFON’s corporate charter (Articles of Incorporation) DID provide for member election of the Board of Directors. Here’s what the corporate charter once said:
ARTICLE 8: The business of the association shall be transacted by 3 trustees to be elected by the members of the association [i.e., the Members of MUFON].
And of course, at that time (prior to 1982) MUFON was a tax-exempt corporation, just like it is today. In other words, democracy is not the alien, never-before-seen-in-MUFON, tax-exempt-destroying being some people want us to think it is. Far from it! Walt Andrus, founder of MUFON, intended for the Members of MUFON to vote for the Board of Directors and he wrote the instructions for voting into Article 8 of the original corporate charter.
We lost our voting rights in 1982
In 1982, the then Board amended Article 8 to do away with member voting. They replaced it with a new Article 8 in which the 9 members of the Board of Directors vote for themselves, as follows:
ARTICLE 8 [current version]: The business of the corporation shall be transacted by the Executive Board composed of the International Director, Deputy Director of Administration, Deputy Director of Business Management, Secretary, and Treasurer, to be elected by the members of the Board of Directors.
(The MUFON corporate Articles of Incorporation, as well as the corporate By-laws, can be seen at www.mufon.com under “About” and “Our organization.”)
Would it be it difficult and expensive to change MUFON’s corporate documents? Not at all. All it would take is to file a paper with the state of Texas , where MUFON is registered as a corporation. It would not even be necessary to have the assistance of an attorney, and if an attorney was involved it would take about 2 hours of attorney time ($600), according to the attorney CRM consulted.
In other words, with the stroke of a pen the MUFON Board could change the corporate charter to restore the vote to the Members of MUFON—just like they changed the rules in 1982 to do away with the vote.
With the stroke of a pen the MUFON Board could change MUFON from an autocratic to a democratic organization. With the stroke of a pen we could have a NEW MUFON in which the Members would have a voice in the direction of our organization.
Elections for the Board WERE held in the 1980s
Not only that, but it seems there can be member voting for the Board of Directors even without a change in the corporate charter because in the 1980s there was. In 1988 and 1989, and possibly in other years, Walt Andrus conducted elections for Regional Directors who then served on the Board of Directors. Nominations were submitted by state directors and any member of MUFON who wanted to run for Regional Director/Board of Directors submitted their name to their State Director.
In the spring of 1988 Walt conducted an election for Central Regional Director. MUFON members from 19 states voted on a ballot enclosed in the May issue of the MUFON Journal. In the Director’s Message in June, Walt announced that “George Coyne was seated on the Board of Directors after his election to the position of Central Regional Director by popular vote of the members in the central states.” George Coyne was at that time the state director of Michigan and, according to Walt, he had “served as assistant chairman of the very successful and professionally managed MUFON 1986 UFO Symposium in Michigan .”
In the spring of 1989 Walt held another election, this time for Eastern Regional Director/Board of Directors. “Every member is encouraged to vote,” Walt wrote in the Director’s Message, “since this is your opportunity to select the person you feel will best represent the eastern states on the MUFON Board of Directors.”
In May, Walt announced that Florida state director had won the election after “receiving more than half the total votes cast. Therefore he will be representing the eastern region of states on the Board of Directors for the next four years.”
Democracy not an alien being in MUFON
As can be seen, without difficulty, and in short order, we could have a democratic MUFON. That was the vision of MUFON’s founder Walt Andrus, and MUFON would not lose its tax-exempt status. It is time for change in MUFON, and this is the change we need.
The Board of Directors’ idea of change
In the meantime, last week ID Clifford Clift sent out an email (June 10) acknowledging that change is needed on the Board of Directors. And here is his idea of the kind of change needed: Clifford said the Board is looking for 3 people willing to serve on the Board for up to 2 years without a vote on the Board, as long as they are willing to work, pay their own expenses, and donate money to MUFON.
Cliff called these positions “interim” positions, by which he meant a kind of try-out or audition for the Board. Cliff did not say this, but if history is a guide these Board try-outs will be required to sign a paper saying they agree the Board can dismiss them at any time without cause.
With this announcement from Cliff, the Board is offering nothing to the Members of MUFON. As in the past, the Board and only the Board will appoint the 3 new members. In the past, however, when an individual was appointed, they became a real voting Board member, not easily dismissed before their term of office expired. The 3 new interim members, whether they come from the Board’s inner circle, as in the past, or from farther afield, will be carefully screened and they will have less independence and be more compliant than a normal Board member since they are on “try-out.” In other words, they will be debilitated Board members. There are no advantages in this arrangement, either for the try-outs, or for the Members of MUFON.
The MUFON Board does no fund raising
For years we have been told about the financial contributions made by members of the Board. It is implied that, Sure, anyone in MUFON could be a member of the Board as long as they are willing to contribute money to MUFON annually. In this vein, Cliff reports in the June MUFON Journal that the Board of Directors contributed $15,000 to MUFON in 2010.
$15,000? That is a pittance compared to the amounts of money MUFON could potentially raise if our organization were mobilized to do professional fund raising! Not that professional fund raising is easy. It requires a sustained, long term commitment to reach out to the foundation world and to people in New York and Hollywood, but that is exactly the kind of professional fund raising that is done by every successful non-profit in this country. It is also the kind of fund raising that has never been undertaken by any MUFON Board of Directors, as far as we know.
In other words, we have a Board which does no outside fund raising, leaving MUFON in a perpetual hole; the Board periodically kicks in tiny amounts such as $15,000 and the Members of MUFON are then told we must have this Board because this Board gives money. There is something wrong with this picture. Similarly, we were told MUFON must get in bed with Robert Bigelow because he was the ONLY person who would give substantial amounts to MUFON. Really? Was anyone else asked? Can this Board provide a list of funding sources approached in the last two years?
Please note that $15,000 represents an average contribution per Board member of $1700. Is that enough to purchase control of MUFON? In the meantime, the 2900 Members of MUFON collectively contributed $160,000 at minimum, not counting state assessments and other given monies. How is it that $15,000 buys a voice in MUFON and $160,000 doesn’t?
Why did Cliff announce the Board is looking for “interim” members? Previous new Board members were drawn from the Board’s inner circle. Is there no one left in the inner circle? Do some members of the Board wish to leave and there is no one to take their place? What about the position of International Director? The word is Clifford Clift intends to resign. In the past, the ID job always went to someone on the Board. Word was that longtime Board member Jan Harzan would be the next International Director, but now it is known he will not be taking that position. In other words, this Board is unable to generate a new leader for the organization. Fine. Will this Board, then, permit the Membership of MUFON to generate our own leaders?
The answer is: Hold elections
Hold elections for the Board of Directors and the International Director. With the stroke of a pen, change the Articles of Incorporation. Restore Walt Andrus’ original vision of democracy in MUFON. Provide MUFON with legitimate leadership elected by the Members of MUFON. That is the solution to the problem.
