Hannah Heineman

The Chair of the Wilshire/ Montana Neighborhood Coalition, Valerie Griffin, resigned on October 22 after months of controversy that divided the organization members into warring camps.

Her resignation came two days after an annual meeting at which 10 new board members were elected.

Eight of them had been elected on June 9 but Griffin insisted that election was invalid because that meeting had been changed from an annual meeting to a community meeting. The change in meeting form was ostensibly made because of concerns by the organization’s board that they did not have access to their current membership records.

According to the bylaws, a board election can only be held at an annual meeting and only valid members are allowed to run or vote. However, an election was held at that meeting, over the protests of the then-current Board, with provisional ballots, which were used so that the candidates and voters’ membership could be validated at a later time. The board can have up to 15 members but only nine seats were open for that election.

A vote count was conducted on July 7 by three counting supervisors. Eight candidates and one incumbent won seats. But soon, Griffin, with the support of the old current Board, expelled the eight new board members from the organization, because, she said their conduct on June 9 was out of compliance with the bylaws.At Saturday’s annual meeting a resolution was passed: “That we forgive and forget all alleged past misbehavior and reinstate all expelled memberships in full standing.”

Griffin objected to the resolution, stating “if members want to vote on rescinding of memberships a special meeting must be called … otherwise it is illegal under the California Corporations Code.” Kim Goldsworthy, the parliamentarian hired by Wilmont to run the meeting cautioned, “If the California Corporations Code does apply, the board or this membership may have to recognize that this act is null and void as determined by legal counsel.”

Ben Allen, an attorney, School Board president and Wilmont member, was concerned about the attorney, Becki Kammerling, whom he presumed would be consulted about the validity of the actions taken at Saturday’s meeting. He said, “The legal counsel has been retained by the Chair (of Wilmont). Her loyalty seems to be to the current Chair of the organization. There is a question about the attorney-client relationship.”

On October 22, Kammerling notified the Board and the Directors-Elect “In accordance with California Rules of Professional Conduct Rule 3-600 we are advising the Organization that several actions taken by the Members present at the October 20, 2012 Annual Meeting were not in accordance with Corporations Code §§ 5511 and 5512.

In her view, the members in attendance elected Jeanne Dodson, Robert Gurfield, Reinhard Kargl, Lenore Morrell, Jim Pickrell, Deborah Roetman, Elizabeth Van Denburgh and Alin Wall (“Directors-Elect”) without notice to the rest of the Members of the Organization. Further, these Directors-Elect likely do not meet the criteria to be eligible as candidates. These actions were taken despite warnings of the potential invalidity of these votes by the Certified Parliamentarian presiding over the Annual Meeting and the Board Chair.”

In her resignation Griffin stated, “At the Annual Meeting, it became obvious that a majority did not care what was legal. They wanted to rescind membership terminations, enlarge the Board, and elect people without providing legal notification to the membership. I cannot be part of a Board of Directors elected under those conditions. I cannot be on a Board with people who have treated Wilmont, other Board members, and me the way we have been treated publicly, in email, and in the press. I know that a majority wants to ignore the legal requirements and associated transparency.”

Three other board members resigned — Freida Dubin, Larry Issacs, and Dianne Krakower. Two of the original Board members are still on the Board. The other two members who were elected to the Board on Saturday were Ivan Perkins and Lawrence Eubank.

The board held a regular meeting on October 22 and will meet again on November 19, at which time they will elect their executive board. After the meeting, Gurfield e-mailed the Dispatch that the “hostilities are over. The atmosphere was one of matter-of-factness, amity and relief.”

On Saturday, the membership approved several resolutions, including the following resolution, among others. “We oppose the Miramar project presented to the City Council. At 550,000 square feet, with 120 condominiums, it’s too big.”

It was Griffin’s decision to announce Wilmont’s support of the Miramar redevelopment plans at an early hearing, over the objections of some members, that triggered the months of disputes within the organization.