The NAHJ board on Tuesday announced it would not restore the 2020 elections as mandated by the organization’s bylaws, claiming “the vote remained in the best interest of the association.”
When asked for clarification regarding the decision, president Hugo Balta sent this response:
“When looking at a possible election, the board evaluated its fiscal responsibility and the resources of time needed to appropriately realize it (election in 2020). The focus of the NAHJ Board and staff must be dedicated in improving the foundation of the organization for future generations.
That evaluation, although difficult and unpopular, determined the immediate priority during a national crisis is to preserve our organization’s survival. That matter of greatest importance transcends any outdated bylaws that require financial expenses, a proper amount of time and due diligence to potentially onboard a large group of directors, who then would have an abbreviated term in leadership, instead of an appropriate amount of time to act prudently and contribute with confidence. We know consistency and patience through this uncertain period will provide a more solid association for the long term.”
But the reality is that the board does not have the authority to violate the bylaws, which govern the organization, regardless on whether it thinks they’re “outdated.” They still remain the rules that legally guide the organization.
While board members may be well-intentioned in their desire to maintain NAHJ on course, it is a patronizing attitude toward its members, who have been denied the ability to run for office and vote.
The bylaws outline a process that allows for a smooth transition and stability on the board, by staggering elections, so not all officers leave the same year. All positions are eligible for reelection, except that of the president. But even he/she remains on the board for an additional year on an advisory capacity. So, institutional knowledge and guidance would continue as new leadership is brought up to speed.
Elections have been tied to the conference, because when the organization was founded, that was where elections took place. Mail-in ballots were available for those who couldn’t attend. That changed when NAHJ introduced electronic voting several years ago, making the process easier and more accessible. Even at the conference, members vote electronically.
The fact that the convention this year has become a virtual event, due to the pandemic, changes nothing. Elections must move forward.
As a former national president and lifetime member of the organization, I am dismayed that professional journalists that are supposed to represent the interests of its members could possibly believe that breaking the rules of the organization and denying them the right to vote is acceptable.
A group of distinguished colleagues that include former presidents, founders, lifetime and other members, myself included, have sent a letter to the board expressing our concern. We consulted attorney Alison Steele, who specializes in non-profits, who, after reviewing our bylaws, determined the board is acting illegally.
Below is her letter detailing her professional opinion. Not abiding by the bylaws puts the organization in a legal quandary and sets a terrible precedent. There is still time to do what’s right.
In the meantime, members who disagree with the board’s decision should sign the online petition, which can be found here.
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RE: National Association of Hispanic Journalists (NAHJ) Election Cancellation
Dear Ms. Garateix:
You have engaged this law firm on your behalf and on behalf of other NAHJ members who share your concerns to render an opinion concerning NAHJ leadership’s decision to suspend this year’s elections and award sitting officers an additional year of their terms of office. I have reviewed the governing documents of NAHJ and relevant case law. My opinion is that the decision to suspend elections provided for by these documents is “ultra vires,” — that is, beyond the power granted by its corporate charter and bylaws (see Compton v. Alpha Kappa Alpha Sorority, Inc., 64 F.Supp. 3d 1 (D.C. 2014) — therefore illegal and grounds for legal action.
I have advised nonprofit organizations for many years concerning governance matters and have myself served on nonprofit boards, including as Chair of Governance. While certainly we are all living in challenging times, the challenges present no reason for suspension of the rights granted NAHJ members by the organization’s governing documents.
I must respectfully disagree with NAHJ’s current leadership that the orderly conduct of elections as provided for by the organization’s governing documents represents “unnecessary radical change” and that such action “preserv[es] a strong and effective organizational foundation.” The action does just the opposite.
First, as your leadership’s local newspapers will show — as mine, the Tampa Bay Times (also a client of this firm) certainly does – local governments, community development districts, and civic organizations are carrying on with business as usual within their various governing laws and documents. Such activities include the holding of public hearings on various issues, including actions on which various boards will be voting, using electronic communications media technology. There is no reason for NAHJ leadership to set it apart from the rest of the functioning world.
Second, the precedent leadership is establishing is astonishing. As we approach elections for national office in the United States, what precedent does it set for an organization of prestigious journalists to disregard its own governing documents and suspend its own elections in the name of “stability”?
In sum, my legal opinion is that the NAHJ’s leadership’s decision to suspend elections and award themselves an additional year of office is illegal and ill-advised.
You are authorized to share my opinion with other members of NAHJ and welcome any additional questions or comments.
Sincerely,
/s/ Alison M. Steele
Alison M. Steele