Setting the Record Straight ....Again
By Ben Meisner
Monday, April 04, 2011 03:45 AM
You may have read the following entry by DBIA Director Grant Zimmerman, posted early Saturday morning on the recent events at the DBIA's Annual General Meeting:
I would accept that some boards may not be aware of the policy that requires the DBIA to provide access to the books by a member or an authorized agent for a member.
If, following nine requests the flag does not go up, you would think someone at the DBIA would begin to wonder why this person continues to insist that they would like to see the books and are being denied. After all those requests, the onus lies on the DBIA to provide the information, or, at the very least, look at the Society's Act to see what their responsibilities were. To say they didn't know they had to provide the information is just not good enough.
I began requesting a look at the books, all invoices and minutes of the board at their meetings on March 1st, 2011. I was informed, “I could not see them because I was not a member" and so I then found a business to designate me as their representative and returned to the DBIA. A day or so later I was informed that I could not become a member rep. because my,”paperwork " which was a letter from my sponsor, was not "on their letterhead" and I was refused again.
I complied with that latest request and returned again to your office, asking the manager that I would like to see the books and all the requested material that I was seeking.
I was told that the “books” were now at the accountant’s office and I could see them like everyone else at the annual general meeting.
I contacted the accountant to ask for a meeting to see the books, he said that he would pass the request on to another person working in his office and they would call. They didn’t, and so I initiated yet another call.
At this point I was told that in order for me to see the books I would need to talk to yet another director, which I did.
She informed me that they would not make the books available to me. She also said that, I was "not an accredited news source because I did not belong to the BC Press Council" and so she felt she didn’t need to give me information.
I pointed out that I am a life time achievement award winner with the RTNDA which represents the electronic media to which Opinion250 belongs. But I asked how that might relate to a request to see the books as a member of the DBIA?
I phone again the next day and insisted that I wanted to see the books. After much discussion I was informed that all of the invoices would be available at the annual general meeting and if I wanted to see them I would have to do so there.
I sent along a further three e-mails to the director in question, asking specific questions about specific items. I have not at this date received an answer to any of those questions.
Nearlly a month had passed and still no effort to provide the request.
At the annual general meeting, those books that I had been requesting were not present neither were the minute books.
Instead, I was informed by Dan McLaren that I should have come to him with the request, which prompts a question of why him?
I did not write and put into legislation the rules governing society’s under the Society’s Act.
As you are aware they were prepared after due consideration by government and are in place for the exact reason that I requested the information.
Regardless of the "society" a Board of Directors, does not have license to interpret laws that are in place for the benefit of all members to their likes or dislikes.
Finally, if the Winter Games are to succeed as you suggest, they had better adopt a stance right off the bat that they have a responsibility to the shareholders, in this case the entire city taxpayers to keep them informed.
As in the case of the DBIA, a board of directors has a responsibility to answer to their shareholders, in this case, the taxpayers who contribute to the DBIA and that must be first and foremost , suggesting that you didn't know is a lame excuse at best.
Ben Meisner
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Posted by: gitterdun on April 4 2011 8:50 AM
Membership in the DBIA is open to tax paying "Property Owners" and "Tenants" located within the Prince George Downtown Business Improvement Area (the "BIA"). Tax paying Property Owners and Tenants in the BIA become a member simply by submitting a membership application to the DBIA. Ben, you are neither a tax paying Property Owner nor a Tenant in the BIA. You are not a member.
You, like I and many other people in attendance at the AGM, are an "Authorized Representative" of a member. By authorization, you have been given the legal authority to represent a member in all matters pertaining to the DBIA. You are the member's agent, you speak on the member's behalf. Your decisions, your words are those of the member you represent.
As a member's "Authorized Representative" you are entitled to the opportunity to inspect the books and records of the DBIA. Pursuant to Bylaw 50(1) of the DBIA Bylaws, the directors of the DBIA are required from time to time to determine at what reasonable times and places the accounts and books of the DBIA shall be open to the inspection of the members. To the best of my knowledge, the directors of the DBIA have never done this. Not because of some nefarious scheme to deny access but simply because no member has previously requested to see the books (I sit on lots of boards and do not recall ever setting access times and places). Upon request, the directors must obviously consider such request. If they have never considered such a request previously, the directors will probably want to consider: What are "accounts and books"? What obligations arise from Part 2, section 11 of the Society Act? What times and places should such accounts and books be open to inspection? The directors may even require advice from a lawyer to deal with such a request. With a volunteer board of directors it takes time to make decisions. The DBIA board of directors, like most boards, typically meets on a monthly basis. Ben, although you don't say when you, as a member's "Authorized Representative", requested access, but based on your blog, I can only imagine that you did so days before the AGM when the directors and the DBIA's one and only staff member were busy preparing for the AGM. I am not sure how you could reasonably expect the directors to comply with your request on such notice. As long as you are a member's "Authorized Representative" you are entitled to access however you must be patient as the directors determine what that means. I am sure you will get access to the books and accounts, it may just take a little time.
This does not in any way mean that you, as a member's "Authorized Representative" are not entitled to ask questions and receive answers, whether it be at the AGM or otherwise. All members are entitled to ask questions, even hard questions, and entitled to answers. This is a privilege of membership. One only hopes and expects that members put their questions forward in a thoughtful and respectful manner and provide an opportunity for the question to be answered. Unfortunately that is not always the case.
At the DBIA's AGM, I watched a number of directors resign or withdraw their names or lose the election. They are all people who committed significant time and worked extremely hard for the DBIA. They have a real passion to improve the downtown and were well into developing and carrying out a program that would have seen real and measurable improvement for downtown Prince George.
We have invited the nation to Prince George for the Canada Winter Games in 2015. The DBIA has a huge task ahead of it. Whether or not I continue as a director, I wish the directors every success and I hope that the new board give as much commitment and dedication to improving downtown Prince George as the old board because Prince George sure needs it.
Grant Zimmerman