Mark Freeman’s Statement on Context

This is a post from Mark Freeman, who was the President of the FANACO board that was formed after it was dissolved back in NovemberMy own thoughts and opinions are here.

Please
forgive the length of this post, but I thought that some of the details
of this situation needed to be stated somewhere. I give permission for
interested persons to copy this into their own posts and are welcome to
use my name, as long as they don’t tag me or simply share it from here:

The Context Convention is run by Fanaco (legally registered as Fannish
Activities, Inc. of Ohio), a 501(c)(3) non-profit corporation. The Board
of Fanaco had failed to hold the annual elections required by its
Constitution, went for some time without the legally required minimum of
five Board members, and could not even locate a complete copy of that
Constitution. Janet Province, the Chair of this dysfunctional Board,
failed to show the necessary leadership and decisiveness to resolve the
issues surrounding the numerous allegations that a staff member was
harassing women at Context 28 in September 2014. She then failed to
respond to demands that she follow through with implementing the actions
she had committed to in a Board vote regarding this issue. (The details
of all this can be found in posts by others, so I won’t get into all
that here.) This resulted in many department heads, the corporation’s
legal counsel, and other staff members of the convention committee
resigning, I among them.
Apparently unable to attract new Board
or committee members that were willing to work with her, and rather than
holding an election for new Board member (including one to replace
herself), Jan dissolved the Board completely on November 30, 2014 (see
the link) and committed to resigning (per the meeting minutes and the
statement of several witnesses). Of course, committing to resign from a
Board that no longer exists it may seem redundant, but she never did
officially resign.

I am not a lawyer, but it is my opinion that
dissolving the Board effectively dissolved the corporation, which was
already in violation of its own Constitution and could have been
dissolved by the State for operating without the required five Board
members if the State found out. Because of its non-profit status, that
would trigger a government requirement that the corporate assets be
transferred to another 501(c)(3) corporation.

Despite that, a
group of volunteers (which included the two co-chairs of the convention
committee for the 2014 convention, several staff members, panelists, and
others) felt that there might be a way to keep the convention alive. If
Jan were to sign the form from the State of Ohio necessary to transfer
the corporation’s agent of record to a new Board Chair/President, we
could all just overlook the fact that the corporation had been legally
dead and have the new Board move forward with creating a convention
committee to run Context 28 in September, 2015.

The group formed
a new Board consisting of seven members and I was asked to become the
new President/Chair. We began to draft a new Constitution to replace the
incomplete one that failed to provide any guidance on how to handle the
current existential crisis.

At a cordial meeting with me and
the aforementioned convention co-chairs on December 19, Jan agreed to
the plan and the new Board. As (very reluctantly) authorized by the new
Board, I offered her an Associate (non-voting) membership on the new
Board, which she accepted. Due to a communication error, we did not have
a copy of the Transfer of Agent form at this meeting, but Jan said that
I could bring it to her house at 8:30 on December 22 and she would sign
it then. Jan told us that when the previous hotel liaison had resigned
(before all the controversy), she told the hotel to take her name and
credit card off the contract.

We contacted the former Treasurer
of the Board (who had resigned months before any of the controversy) to
arrange for getting our new Treasurer on the signature card at the bank
(letting him know that he could call Jan to verify that this request was
from authorized people). I contacted the hotel to ensure that the
originally contracted date was still available and to let them know that
we would sign a new contract as soon as we had a new hotel liaison in
place. (I didn’t mention that we didn’t think that anyone was legally
authorized to enter into contracts or disburse corporate funds until the
State form was filed.) We contacted the Guests of Honor for the 2015
convention to let them know that the convention would be going ahead as
planned (which was in much doubt after the mass resignations in
November) and to get them to recommit to attending. I sent an email to
the volunteer that had been given the responsibility for the P.O. Box
key and requested that he turn it over to the new Board’s VP. Basically,
we started to get things moving forward based on Jan’s promise to sign
the form.

 I arrived at Jan’s house at the agreed-upon time but
she wasn’t home. I left a message on her voicemail, and she returned my
call hours later with a flimsy excuse. We agreed to meet on Friday,
December 26 at the same time and place.

At any time, she could simply
have said that she would not sign the form, either because she preferred
that a different group take on the responsibility for the corporation,
or for some other reason, or without giving a reason at all.

She
sent an email on the 24th saying that “There is no big rush to change
the agent of record. We should update our constitution first, and hold
an open election of officers, and then change the agent of record…”. I
forwarded this to the new Board, which greatly angered and disappointed
those members that took time away from their Christmas celebrations to
respond. I replied to Jan that this was unacceptable, that there was
indeed a need to move quickly (the convention is in only nine months and
there is no convention committee), and “If you fail to sign on Friday
as you previously agreed in our meeting on December 19th and on the
phone with me after you stood me up on December 22nd, I will recommend
to the new Board that we all walk away and make public the documentation
of the events that led up to the failure to authorize a new Board.”

 Instead, on the day of the scheduled meeting, she had a lawyer send a
rather over-the-top email to me saying that she would not sign the form
and threatening me with police action if I went to her house, among
other things. The new Board is, of course, now walking away.

For
the sake of the hundreds of people to whom Context is so important, I
hope that Jan and the few staff members that are left (many of whom are
the same people who were obstructing, defending, or waffling with regard
to taking positive action on the sexual harassment problem) can somehow
manage to form a Board that meets state requirements and to organize
and legally finance a quality convention that provides a safe and
hassle-free environment for the attendees. But I think that I can be
forgiven for having doubts about all that.

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