Dan Honold had been a member of the board overseeing the YMCA of Northern Rock County for more than a decade when he got word in November 2017 that he was being kicked off.
The news came via email from the Y’s CEO, Tom Den Boer, whose annual job review and paycheck Honold as a board member had signed off on for years.
Honold told Den Boer he had no authority to terminate a board member. Jason Engledow, then-board president, later spelled out Honold’s termination in an email. Engledow’s email was identical to Den Boer’s earlier note.
Den Boer and Engledow said Honold had broken board policy by failing to donate to the Y’s annual scholarship fund—a requirement Honold said he didn’t know existed.
Days later, Honold said, his family’s Y membership was terminated without explanation.
Honold, president of the Bank of Milton, is one of three former Y board members who said they were unilaterally removed from the board by Engledow between 2017 and 2018. He and the other former board members—Janesville banker Larry Squire and local chemical plant manager Jeff LaBrozzi—said their walking papers came to them without any discussion or vote by the Y’s board.
Engledow, a banker and Cedarburg resident, has been on the YMCA’s board for three or four years, Honold said.
Under YMCA bylaws obtained by The Gazette last week, it doesn’t appear Engledow had authority to kick Honold, Squire or LaBrozzi off the board without a board discussion or vote. But the three say it happened anyway, despite pointed questions by members and board members.
LaBrozzi was removed from the Y board in July 2018.
LaBrozzi said he got kicked off the board after he questioned Honold’s termination. Prior to his dismissal, LaBrozzi said he spent months asking Den Boer and Engledow to supply the organization’s bylaws so he and other board members could better understand the Y’s governance and policies.
Like Honold, LaBrozzi said he was barred under Den Boer’s authority from setting foot in the Janesville or Milton Y locations.
Squire said he was removed from the board in March 2017, but he’s still allowed to work out at the Y.
The Y’s purging of board members has prompted a backlash from some members, and concern over what some say is opaqueness in the Y’s governance has led to a public outcry.
Earlier this month, a group of 52 current and former members and former board members demanded the Y give them a slew of financial records as well as current bylaws, among other documents. The group threatened a lawsuit if the Y does not fulfill the request, according to a letter shared with The Gazette.
The YMCA on Thursday afternoon turned over some of the documents the group sought but denied the group’s request for other documents, such as board meeting minutes and a list of dues-paying Y members. In denying some records, the Y cited privacy concerns but did not provide specific legal exemptions.
The group says it’s troubled by what it sees as a lack of transparency in Y leadership, and it’s also questioning why dues-paying members have been suspended from the Y in recent months after some questioned the governance and sought financial records and bylaws.
The group has said it seeks membership records, in part, to call a special meeting of members of the Y, which is allowed under state law.
Current board members and Den Boer did not respond last week to multiple Gazette requests for comment on member concerns and board member dismissals, although Y President Jeff Jensen on Thursday sent to The Gazette the Y’s bylaws and the Y’s most recent tax filings.
As of this week, the members’ group remains at a standoff with Y leadership over its request for some records, and the members say they’ve not ruled out a lawsuit to try to obtain records they requested earlier this month.
Former board members and the concerned members group say they want to see more transparency regarding the inner workings of the tax-exempt, nonprofit YMCA. In 2017, the Y had an operating budget of $2.6 million and received grants and donations totaling more than $693,000 in 2017, $400,000 in 2016 and $700,000 in 2015, according to tax records provided by the Y.
Five people have led the push for more transparency. One of them is Janesville resident Paul Murphy, a longtime member who was barred from the Y in December after he said he requested the organization’s bylaws.
Murphy said he and dozens of others became alarmed after learning about what he calls a “unilateral” expulsion of Y board members. He said subsequent suspensions of members who have asked questions appear to fit a pattern.
Murphy said bylaws provided last week by the Y suggest its former board president in 2017 and 2018 violated the Y’s rules of governance by unilaterally removing board members. He said the Y for months has tried to obstruct members and former board members from getting to the bottom of the decisions, and he said the Y continued to withhold documents that would shine sunlight on the Y’s governance.
“It’s just baffling. It’s a matter of, ‘My gosh! What is it with the board?’” Murphy told The Gazette. “What don’t you want the general public or your donors or your dues-paying members to know? What’s the reason you act like this?”
Jeff LaBrozzi wishes he could figure that out.
A plant manager for a chemical company with two sites in Rock County, LaBrozzi moved to Janesville from Maine in 2015 and was recruited to the Y board in 2016. He said Engledow ousted him in July 2018—several months after Honold’s ouster.
LaBrozzi had been on the board about a year when he bumped into Honold on the street around Christmastime 2017. As the men talked, Honold mentioned he had been kicked off the board.
That was the first time LaBrozzi had heard about Honold’s removal, he said.
LaBrozzi said he, too, was removed from the board several months later after pressing Den Boer and Engledow for a copy of the bylaws and other documents—including specific rules outlining the removal of board members.
LaBrozzi said he wanted to understand how the board president could remove a board member with no discussion or vote by the board.
He said he set up a meeting with Den Boer to ask for a copy of the bylaws, but Den Boer stalled, claiming the request required Engledow’s approval. LaBrozzi later asked Engledow for bylaws, but he said he got no response.
After weeks of back and forth, LaBrozzi said he raised the bylaw issue at another board meeting. He said it troubled him to be a member of a nonprofit board and not have access to its guiding principles.
“I go, ‘OK, so I want to bring up a new topic. I think a copy of the bylaws should be provided to every board member.’ And a couple of board members go, ‘Yeah, we never got a copy of the bylaws,’” LaBrozzi said.
LaBrozzi said Den Boer “squashed” his request at the meeting and also denied his request to have the Y’s rules on board member dismissal entered in the minutes of an earlier meeting. He said the rest of the board sat silent.
A few weeks later, LaBrozzi got an email from Engledow that reads:
“Jeff … the following email is to inform you that your volunteer position as a YMCA board member is being terminated effective 7/23/2018.”
LaBrozzi disputed his dismissal in an email, and he urged the board to adhere to Robert’s Rules of Order and “hold a debate at the next board meeting, and you can give your case of why I should be terminated, and I am allowed a response to show my side of the issue.”
LaBrozzi said he never got to debate his termination. He never got a copy of the Y’s bylaws. He never found out why he was kicked off the board and barred from the Y.
“It’s just, ‘You’re terminated.’ No reason why,” he said. “I don’t even have the rule book to know what rules I broke. The irony of it is pretty funny.”
There are similarities between LaBrozzi’s dismissal and the earlier ousters of Honold and Squire.
Honold, who had more years on the board than LaBrozzi, said he never knew the Y required board members to donate money to its annual scholarship fund.
Honold provided emails that show he asked Den Boer and Engledow to provide policies that show board members must make specific donations to the Y. He also told Den Boer and Engledow they didn’t have authority to remove him from the board, arguing that a board discussion and vote were required.
The Gazette sought an explanation of the Y’s board member duties, and whether donations to the Y were required, but the Y did not respond.
In years prior to his dismissal, Honold said, he had served as the board president. During that time, Honold said, he began questioning a $25,000 “management fee” Den Boer is paid to oversee the Y’s foundation investment accounts. The fee is on top of Den Boer’s CEO pay, he said.
Den Boer was paid $291,640 in 2017, according to IRS 990 tax filings.
The same IRS filing shows an additional $25,000 payout to Den Boer listed under a “related organization.”
Honold said he also questioned a $1.2 million loan refinance set for approval by the board in mid-2017 through a banking company Engledow was working for at the time.
Engledow’s bank branch was based in Brookfield, according to emails obtained by The Gazette.
Honold said he and Engledow were members of the board’s three-person finance committee.
Honold said he requested his own bank, the Bank of Milton, be allowed to make a refinancing proposal as well, and he said he offered a proposal to Den Boer.
Honold said he learned a third committee member never saw Honold’s proposal and had voted by email to approve Engledow’s proposal without knowing the Bank of Milton was preparing an alternative.
Honold claimed Den Boer later admitted he used Honold’s proposal to go back to Engledow and “give him a second chance to lower his interest rate.”
Honold said he and another committee member never saw or voted on Engledow’s second proposal, but Den Boer gave to the board minutes indicating the committee had voted 2-1 to approve Engledow’s second proposal.
Honold said he provided documents at a board meeting that showed what had happened, and the board in a “heated” session sent the proposals to committee.
Honold said the committee met a few days later. Engledow voted for his own bank’s proposal, and Honold voted for the Bank of Milton’s proposal. Honold said Den Boer then ended the meeting and took the committee’s third member into a separate room to “discuss the proposals.”
Honold said the third member later said he told Den Boer behind closed doors he wanted to vote in favor of the Bank of Milton proposal.
Honold said he got kicked off the board before the board made a final decision on the loan, but he believes the Y later proceeded with a refinance under Engledow’s proposal.
Honold said a few weeks after the squabble over the loan, Den Boer began asking via email if Honold planned to sponsor the Y’s annual Tropical Fiesta, a fundraiser for the Y’s youth scholarship fund.
According to emails obtained by The Gazette, Honold told Den Boer he planned to send a $2,500 donation to the Y but otherwise declined to make other pledges that year, including Tropical Fiesta.
Weeks later, Den Boer emailed Honold that his board membership was being terminated because Honold had failed to donate to the Y’s annual scholarship fund—something Den Boer called a “responsibility” of being a board member.
“I was probing, looking for financial information. Tom didn’t like the fact of me bucking him on compensation,” Honold said. “But the story I got was I didn’t buy a $35 ticket (for a Y scholarship donation), and I got kicked off, I guess.”
A few days later, Honold said, he and his family showed up to work out at the Parker YMCA in Milton and discovered their memberships had been revoked.
A photo of the Milton YMCA computer screen Honold provided shows the family memberships were “not eligible for renewal”—and a note on the family’s files read: “Please see Tom (Den Boer) …”
Honold said he and his family—including his 11-year-old daughter—were told by YMCA officials, Den Boer included, that if they entered the Y, they could all be arrested for trespassing.
Honold said it was a heavy price for his family to pay for internal Y matters his wife and daughter had no part of.
According to the Y website, Engledow remains on the board but is no longer president. The Y announced this month in its newsletter that Festival Foods manager Jeff Jensen is the new president.
In late 2017, Engledow gave The Gazette a glowing report of Den Boer’s performance as CEO. At the time, Engledow was responding to a Gazette inquiry about Den Boer’s annual pay, which recently has been more than double that of any other leader of a Rock County nonprofit, according to IRS tax records.
Den Boer, as Engledow explained in 2017, handles, among other duties, the lion’s share of the Y’s fundraising.
A call for transparency
Larry Squire, president of Johnson Bank in Janesville, told The Gazette he was removed from the Y board in March 2017 for reasons that never were clear to him.
Squire said Engledow called him on the phone and asked him to resign, outlining a personality clash in terms Squire said were “vague.”
“He said his reasoning was that I wasn’t supportive of him as president of the board. Feelings of nonsupport, I don’t know. We didn’t get into the specifics,” he said.
Squire declined to resign and instead emailed Den Boer, asking him for his “assessment.” Squire was on the board when Den Boer was hired in 2005.
Squire asked if, given his decade-plus service on the board, Den Boer still felt Squire was a “valued” member.
Den Boer never responded, Squire said, but a few days later, Squire got an email from Engledow that read:
“Based on our phone conversation on Friday, March 3, your position as a volunteer on the Board of Directors for the YMCA of Northern Rock County has been terminated.”
Squire said his and the other board members’ “unilateral” dismissal seems like a change compared to the way the Y was governed in the past.
“I’m not aware of another time when we saw board members being dismissed,” Squire said.
The Gazette contacted Doug Britt, CEO of the Stateline Family YMCA, a separate nonprofit based in Beloit, to get a sense of how bylaws and policies on transparency operate at some other YMCAs.
Britt said local Y branches typically craft their own bylaws, but the national YMCA provides templates.
The Stateline Y makes its financial documents, bylaws and other related documents available for review by anyone who requests them, Britt said, and the board discusses any changes or updates to the bylaws every year.
Britt said he can’t remember a time when his own Y has terminated a board member, but he believes the bylaws require a discussion and a vote by a quorum of the board to consider removing a member.
He said his Y’s executive committee, which is made up of board officers, can remove a board member if the board itself doesn’t have a quorum.
Squire said he remains a member of the Y and continues to support it. But he acknowledged a January 2018 meeting he had with concerned Y members that occurred months after he was terminated from the board.
Squire provided a Jan. 12, 2018, letter that laid out concerns, including about financial transparency and a lack of detailed financial reports from the Y, as well as Den Boer’s “authoritarian” suspensions of dues-paying members. The letter urges the board to review its internal operations “to better exercise its fiduciary responsibilities to oversee the CEO, and to … monitor … the organization and its policies consistent with the current bylaws.”
Members said it took months to get a response from the Y board. The response? The board asked for a list of everyone who had attended the meeting.
Squire is not one of the 52 people who Paul Murphy says signed on to the “Concerned Y Members” group, but he said some who drafted the January 2018 letter are among that group.
Squire said he believes the group’s concerns remain the same as those outlined in the letter a year ago.
“Everything I’ve seen about that (group) is the same, in that the intention is to make sure we have a very healthy YMCA for this community, one that people can feel free to come to and enjoy the experience,” he said.
“Right now, there are some people with questions they think are valid that they need some information for.”