Boardwatch Report: January 28, 2020 SFBC Board of Directors Meeting

The final 2019-20 SFBC Board of Directors meeting was filled with unanticipated surprise and intrigue to close out the service terms of several of the current directors.

The meeting opened with an invitation for SFBC members present to offer public comment. Edward Hasbrouck, SFBC member for over 25 years, offered feedback to the board about the process of conducting annual member meetings and made a case to the board that the January 22 member meeting was in violation of SFBC bylaws. Mr. Hasbrouck highlighted the SFBC bylaw requirements that the annual member meeting be chaired by the president, not the executive director, and that the annual meeting provides members with the opportunity to bring any business before the organization, a collaborative system to ensure member input and participation in the organization. Mr. Hasbrouck concluded with the broad statement that the fiduciary duty of directors is to ensure adherence to the organizational bylaws, and that in order to do so, the annual member meeting must be conducted again in the manner specified in the bylaws.

The agenda then included a presentation by Gene Takagi, an attorney from NEO Law Group, who offered a 34-slide power point presentation at the request of board President Jean Kao to the board. The many obligations specified in California Corporations Code regulating directors of corporate boards were summarized during the presentation, though references to legal code (e.g., Cal Corp Code 7231) made it unclear the extent to which the corporate board regulations referenced in Mr. Takagi’s presentation were applicable to member-based advocacy organizations such as the SFBC. The presentation appeared somewhat out of context until the “action item” was revealed by President Jean Kao following Mr. Takagi’s presentation. Specifically, the behavior of Shirley Johnson, a director retiring from the board, was singled out for censure as a board action item.

The directors briefly attempted to discuss the action item in the presence of SFBC members and the public. Director Shirley Johnson was alleged to have disclosed confidential discussions that took place during a closed session portion of a board meeting held on January 3. Given that Director Johnson was not present for the board meeting, Director Kelli Shields asked board President Kao if anyone had spoken with Director Johnson about the censure. President Kao declined to answer the question. Several directors (Marie Jonas, Juli Uota, Jean Kao) spoke in support of censure, while several other directors (Kelli Shields, Preston Rhea, Nicholas Aulston) had reservations. After some general discussion of closed session as a “safe space,” Director Meaghan Mitchell made a motion for the board to go into closed session, and SFBC members were asked to leave the room.

Upon return of member participation in the board meeting, the board voted on a motion to censure Director Shirley Johnson in the following manner:

Opposed to Censure: Preston Rhea, Kelli Shields, Nicholas Aulston
In Favor of Censure: Jean Kao, Jane Natoli, Juli Uota, Alexandra Sweet, Meaghan Mitchell, Brad Williford, Marie Jonas, Sarah Bindman, and Robin Abad Ocubillo
Abstained: Mary Kay Chin
Absent: Andy Thornley, Shirley Johnson

The rest of the meeting was a sprint to finish as close to the 8:30 end time as possible, so the final board meeting of the year left the members present with more questions than answers. Questions, such as:

What confidential discussion allegedly shared by Shirley Johnson was so egregious that President Kao thought it necessary to bring the motion to censure?

Why did the presentation by Gene Takagi on director fiduciary responsibilities ultimately result in the board’s focus on release of confidential information, rather than, for example, director abstention from voting where conflicts of interest may exist, a topic emphasized during previous board discussions in the 2019-20 term?

Why were the legal questions posed by member Edward Hasbrouck earlier in the same meeting during public comment not considered as a relevant part of the discussion?

Was Shirley Johnson attempting to meet the fiduciary duties cited by Gene Takagi (Cal Corp Code 7231) to act in “the best interests of the corporation” by exercising “reasonable inquiry” when engaged in the behavior censured by the directors?

Did the motion to censure Shirley Johnson ultimately increase the director liability exposure discussed by Gene Takagi, and by extension the legal exposure of the SFBC to accusations of defamation?

Are there other people besides Shirley Johnson whose character is being impugned during closed session discussions and for whom members may not even know about?

Questions require investigation in order to provide answers, but as of the closure of the final SFBC board of directors meeting for 2019-20, there were more questions than answers.

This Post Has 6 Comments

  1. I was not at the January 28 board meeting. No one spoke with me about the motion to censure me before the meeting nor was it included in the board’s reading file. When the board president emailed the agenda, I inquired about the motion related to fiduciary duties and she replied the night before the board meeting that it was still being finalized.

     

    The Boardwatch Report states that the motion to censure me was related to the January 3 board meeting. I attended the January 3 board meeting, which included a discussion of which candidates to endorse for the 2020 board election. For background, the board development committee met on December 18, 2019 and decided which candidates to recommend for board endorsement. The January 3 board meeting was held to vote on the committee’s recommendations.

     

    The January 3 board meeting included a closed session of the board, meaning that members were not permitted to attend. The discussion turned political when a director angrily made uncorroborated accusations of harassment from a year ago against a candidate whom I had already publicly supported. The board development committee had recommended this candidate for board endorsement, but as a result of the director’s last-minute angry outburst, a majority of the board voted against endorsing the candidate – without an investigation and without hearing from the accused.

     

    It is an improper use of closed session to discredit a political opponent without evidence (the director and the candidate ran for election last year on opposing slates) and then strip the candidate of board endorsement. Such impropriety overrides any claim of confidentiality. Furthermore, due process requires that the accused be informed of the charges.

     

    On January 8, I contacted the candidate to inform him of the charges and to inquire if he had been advised of an investigation pursuant to the organization’s No-Harassment Policy. He had no idea what I was talking about and had heard nothing of an investigation.

     

    On January 9, I spoke with the executive director, who told me no investigation was deemed necessary. I insisted on an investigation, but he declined.

     

    On January 12, I made a formal written request to the executive committee to conduct an investigation citing SFBC’s No-Harassment Policy which states: “The SF Bicycle Coalition will immediately undertake a fair, timely, effective, thorough, and objective investigation of the allegations.”

     

    On January 22, I verbally asked the board president what was happening with the investigation and she replied that she wasn’t going to do anything. I requested that restorative justice with a mediator be undertaken because people are suffering. Again, she replied that she wasn’t going to do anything. To my knowledge, no investigation has been initiated.

     

    I am appalled and saddened by the way the organization handled this matter. Instead of following the No-Harassment Policy to directly address the allegations and find closure, the board chose to spend its time and energy (and the organization’s money to pay an attorney) to target me for censure, a distraction from the core issue. The harassment accusation still hangs over the head of the candidate, who lost board endorsement because of it.

     

    If you would like to share your thoughts with the SFBC board, you may email board@sfbike.org.

  2. It’s patently obvious that this type of under-the-table politically motivated infighting can only undercut the credibility of what should be an organization fully focused on advocating for cyclist and pedestrian rights and safety, and focusing the city on disinvesting from private motor vehicle use. Whenever this sort of shady back-room activity occurs, as it repeatedly does, showing contempt for members and the bylaws, potential supporters such as I are repelled, redirecting support for more upfront, open advocacy groups. The decades-long political turmoil associated with SFBike, the constant clash of factions, the purchasing of board endorsements, the overt sucking up to big donors, the enforcement of adversarial political candidates like Lee, Peskin, and Gascon, all of it makes the average pro-Vision Zero advocate send their donations to WalkSF, CABike, and other groups. It’s like a toxic sludge pool, best avoided to avoid getting slimed.

  3. Having been involved with MMRE/Momentum since the ill-advised Board attempt to take away member voting rights in 2015, I see this final slap in the face to Shirley — who has done so much for bicycling and for the SFBC — as a real example of an administration out of step with its “membership.” I’m amazed at how efforts to stifle clear and free and respectful conversations keep going on. Example 1: I have just finished reading a thorough New Yorker article (summer 2019) on Al Franken and his forced resignation from the Senate over allegations of harassment — no investigation, no fair hearing. Example 2: The physician in China who just died of novel coronavirus, after alerting authorities to it, and being reprimanded for bringing it forward. It gave me shivers to think of the same kind of thing going on in our own SFBC.

    1. Amen. Well-said, Dan, I agree wholeheartedly. I founded of the now-annulled grassroots organisation, Folks for Polk because it was clear that SFBC’s approach to advocacy on the Polk St. Project was arrogant, tone deaf, tunnel visioned, counterproductive, and generally ham-handed. Apart from one person with SFBC, their only interest in supporting my efforts seemed primarily motivated by their desire to get their hands on FFP’s member list.

      It’s deeply sad to me that the US is where we find ourselves at this moment in history, but in SFBC’s digression from integrity to the cause and their autocratic conduct, one clearly sees the anatomy of our country’s horrific predicament.

    2. Yes, Peggy – and kudos to you and the original MMRE team for caring and persevering. SF – and the US in general – have forsaken integrity and Rule of Law and have devolved a very long way indeed.

  4. True to form, the SFBC continues to violate it policies, bylaws, and California law.

     

    Just as the SFBC violated its ‘No-Harassment Policy’ (as described in my comment above) by not giving the accused a voice in the matter, the board silenced me by refusing to include my statement of defense in the January 28 board meeting minutes, in violation of the SFBC’s ‘Meeting Minutes Details Policy.’

     

    In violation of California law and the SFBC bylaws, the SFBC removed my access to electronic documents before my term as a director ended on February 25. I sent repeated requests to reinstate my access, until I ultimately had to resort to sending a demand letter citing Auerbach vs. ICANN, which clearly established that directors have the absolute right to all documents of the organization.

     

    Finally, with less than 24 hours left in my term, the SFBC reinstated my access. That’s when I discovered obvious errors in the January 28 board meeting draft minutes (for example, the minutes say a director left the meeting, but later that same director allegedly voted to censure me) as well as misinformation including a statement from the executive director, who alleged that the board considered an action to censure me in 2016. That statement was struck from the minutes after I asked the executive director to corroborate his claim by identifying the relevant meeting minutes, which he was unable to do.

     

    The minutes also revealed that the board violated its policy on ‘Closed Sessions of the Board’ at the January 28 board meeting by going into closed session without the required two-thirds approval of directors present. The closed session policy was put in place to prevent the board from indiscriminately going into closed session, excluding the membership from board discussions, yet that’s exactly what happened at the January 28 board meeting.

     

    The minutes state that a director characterized closed session as a “safe space.” Come on, folks. It’s a board of directors meeting, not a group therapy session. The board must be held accountable for its actions, whether in closed session or not.

     

    I ran for the SFBC board in 2015 to promote democracy, improve transparency, and strengthen member involvement for better bike advocacy. Some progress was made during my four-year tenure on the board, but the recent backpedaling is very discouraging.

     

    I would like to publicly thank the many people who contacted me expressing disapproval of the board’s majority decision to censure me. I sincerely appreciate your kind words of support, including these words of wisdom: “I’ve found in many areas of life that doing the right thing is often the hardest path, and it’s doing nothing that can make people more likable, which is unfortunate.”

Leave a Reply