An attorney with a group of concerned YMCA members said documents released by the Y on Thursday do not satisfy the group’s request for records, and they have not ruled out a lawsuit.
David Moore, a Janesville attorney who is a member of a group of five current and former Y members, used the term “wholly inadequate” to describe the financial and governance documents YMCA of Northern Rock County Board President Jeff Jensen emailed his group.
The Y had turned over IRS 990 tax filings, bylaws and other governance documents for the Janesville-based nonprofit corporation and its foundation. They were part of a larger records request Moore’s group sent the Y in a letter last week, threatening to bring a lawsuit against the Y if it failed to provide adequate disclosure of documents.
The Y in its response sent several emails with documents attached, but in a note, Jensen wrote the Y was withholding three years of board meeting minutes the concerned members had requested. The Y also did not turn over a full list of all current Y members, another record the group had asked for.
The group in its Jan. 4 letter cited state statutes supporting its request for specific Y documents and disclosed to the Y board that the group intends to reach out to Y members to call a special membership meeting to discuss “transparency” concerns the group says have caused a yearlong outcry among some Y members.
A core of 52 current and former Y members and former board members have signed on in their support of the five-person concerned members group, the group says.
The group Moore represents says it’s seeking more transparency from the Y board over matters of its financial reports and its governance in the wake of about two years of opaqueness the group says the Y has shown, including what the group calls the “wrongful dismissal” of several Y board members and CEO Tom Den Boer’s suspension of Y members after they questioned the Y on its governance or asked for documents.
The group in a series of letters to the Y over the last year has called the member suspensions “authoritarian” and “damaging” to the image of the Y as a community organization.
The group says it believes the Y’s one-time board president, Jason Engledow, unilaterally terminated at least three board members during 2017 and 2018 and did so without a discussion or vote by the board.
Moore on Thursday afternoon said he looked over records the Y provided, and he said they were “inadequate” because the Y has not provided full “financial statements” in addition to tax filings, and it did not provide three years of board meeting minutes that the group also requested.
Jensen said in an email the Y was denying access to all of its minutes to protect people who may have been discussed in meetings, but he did not cite any specific law that allows the Y to withhold such documents.
The group said last week it would give the Y until Tuesday, Jan. 15, to fulfill its request, and if the Y failed to do so, the group was prepared to file a lawsuit. Moore said the Y’s response Thursday did nothing to allay his group’s threat to sue.
He said it’s not clear from the Y’s emails whether it intends to give the group more records or if it believes it has satisfied the group’s request.
“They have yet to comply with the law with regard to disclosure,” Moore said. “What happens next is not up to me alone, but they have not complied with what the law requires.”
On Thursday afternoon, Jensen shared with The Gazette the emails and records he had given Moore’s group. The Gazette last week filed an open records request seeking the Y’s bylaws and its most recent IRS 990 filings.
The bylaws, which Jensen sent in an email to Moore’s group, have been unchanged since 2007, Jensen wrote.
Nowhere do the bylaws mention the ability of the Y’s board president to unilaterally remove board members.
In fact, the bylaws make it explicit that removal of any elected or appointed board member “may be removed by the vote of a majority of members of the board present at a properly constituted meeting of the board of directors.”
Jensen and Den Boer on Thursday did not respond to a Gazette inquiry about the apparent disparity between the bylaws and former board members’ claims they were removed without a board vote.
Paul Murphy, an ousted Y member who said he got his membership suspended after he asked for the Y’s bylaws, is one of the concerned members seeking more transparency.
He said what his group has gleaned from records released Thursday is the Y might not have been following its own rules of governance.
“They removed three board members from March of 2017 to July of 2018 in violation of the articles in their bylaws. They’ve basically stated through the bylaws, I guess, that they were not following the bylaws,” Murphy said. “Yet, they do allow the CEO to follow through with the termination of membership. They’re allowing the CEO to follow those rules, and that is some of the concern. The concern is the abuse of all of that.”
This story has been updated from an earlier version to clarify David Moore's relationship to the group of five YMCA members who say they're concerned over transparency matters and governance at the Y.
Moore said he's providing advice and expertise to the group, but he says that at this time, he's not actively providing the group legal representation.