The ABC Board of Directors’ Conflict of Interest With Its Membership

In a previous article I wrote about a letter sent by the ABC District 2018 BOD Chair Pr Kubke to the ABC District membership. Something about the letter got me thinking so I went back and reviewed some of the 2015 ABC District BOD’s actions and compared them with the letter Pr Kubke sent.  I would note that all three (3) of the people elected to the 2018 ABC District BOD were also on the 2015 ABC District BOD.

During the 2015 – 2018 term, the BOD and District President

  • Dissolved the ABC District Task Force because of the representative action,
  • After the ASC sent out their notice of hearing, they sent a letter to the membership instructing them to look at this notice of hearing with a “critical eye”. While it is always a good to be cautious where pending legal actions are concerned, one must also consider the source of any commentary on that matter(1).

I’d like to discuss one particular point Pr Kubke made in his Mar 3, 2019 letter:

“In other words, there is no “us verses them.”

There’s an inherent difficulty with this statement – past Boards of the ABC District acted badly and as a result District the corporate body is being sued by a number of it’s own members as part of a representative action. That means that the District the corporation is currently in a legally adversarial relationship with a number of its members. And legal issues aside, District is almost certainly in an ecclesiastical conflict with the members that declined to participate in the representative action and gave up their only left-hand-kingdom way of holding District accountable.

Given this, it only follows that the relationship between the District BOD and most of it’s members is most decidedly one of “us” vs “them” in that “what’s good for the District corporation” is not aligned with “what’s good for it’s membership” until the legal proceedings are completed.

To be more specific – when the 2012 BOD created the District Task Force to investigate what happened and report their findings to the membership, it was being accountable to a membership that had a reasonable right to an explanation of what the heck happened. It was also a legally risky move in that a) one could reasonably foresee that District would be sued over what happened and b) whatever the Task Force reported would almost certainly be used against the District in a future legal proceeding.

After District was named as a defendant in the CEF and DIL representative actions, the 2015 BOD dissolved the Task Force before it could issue a planned second report. While this action may’ve been in accord with the District’s corporate legal responsibilities, it is diametrically at odds with it’s responsibility to be accountable to its membership (2).  There’s also District’s right-hand ecclesiastical obligation to “make good” with the people it had injured by its action or failure to act.

As of the time of this writing, the ABC District remains a defendant in the two representative actions, it has not acknowledged any responsibility for what has happened, nor has it taken any steps to make the depositors whole beyond that mandated by the CCAA process.

From a legal / secular perspective District would be hard-put to do anything beyond what it’s doing now if the current BOD hopes to avoid facing personal legal consequences for failing to follow applicable corporate law. There’s also the potential matter of the two $5M D&O policies being cancelled if any of the named defendants do or say anything to compromise the insurance company’s defense against the representative action.

From a Christian / faith perspective, Scripture requires faithful believers to own what they do, to repent of any harm they’ve caused to other believers, and to make restitution for any damages they cause – much like you’d apologize and pay for fixing a car you scratched by accident.

Clearly these two positions cannot be reconciled, which means that the District and Synod have some hard choices to make – does it follow Corporate Law, or the requirements of Scripture?

This is the conflicting position the 2018 BOD is in now and will remain in until all the legal proceedings are completed (left hand kingdom) and the repentance / forgiveness / absolution is completed (right hand kingdom).

In the meantime, the I’m thinking there’s almost certainly enough evidence to refer implicated members of Synod to the Commission on Adjudication for their bad behavior and offences against their sibling in the faith.


Note 1. I wrote a response to the “Critical eye” letter – Part 1, Part 2, Part 3.

Note 2. I also expect that by this point the District’s D&O insurance company was directing the District’s defense and had mandated that the various named defendants decline to discuss the matter in public. There’s also the possibility that the Task Force was shut down because it was getting too close to naming names of people that preferred to avoid that kind of notoriety.

 

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