Mark Freeman's Statement on Context

This is a post from Mark Freeman, who was the President of the FANACO board that was formed after it was dissolved back in NovemberMy own thoughts and opinions are here.

Please forgive the length of this post, but I thought that some of the details of this situation needed to be stated somewhere. I give permission for interested persons to copy this into their own posts and are welcome to use my name, as long as they don't tag me or simply share it from here:

The Context Convention is run by Fanaco (legally registered as Fannish Activities, Inc. of Ohio), a 501(c)(3) non-profit corporation. The Board of Fanaco had failed to hold the annual elections required by its Constitution, went for some time without the legally required minimum of five Board members, and could not even locate a complete copy of that Constitution. Janet Province, the Chair of this dysfunctional Board, failed to show the necessary leadership and decisiveness to resolve the issues surrounding the numerous allegations that a staff member was harassing women at Context 28 in September 2014. She then failed to respond to demands that she follow through with implementing the actions she had committed to in a Board vote regarding this issue. (The details of all this can be found in posts by others, so I won't get into all that here.) This resulted in many department heads, the corporation's legal counsel, and other staff members of the convention committee resigning, I among them.
Apparently unable to attract new Board or committee members that were willing to work with her, and rather than holding an election for new Board member (including one to replace herself), Jan dissolved the Board completely on November 30, 2014 (see the link) and committed to resigning (per the meeting minutes and the statement of several witnesses). Of course, committing to resign from a Board that no longer exists it may seem redundant, but she never did officially resign.

I am not a lawyer, but it is my opinion that dissolving the Board effectively dissolved the corporation, which was already in violation of its own Constitution and could have been dissolved by the State for operating without the required five Board members if the State found out. Because of its non-profit status, that would trigger a government requirement that the corporate assets be transferred to another 501(c)(3) corporation.

Despite that, a group of volunteers (which included the two co-chairs of the convention committee for the 2014 convention, several staff members, panelists, and others) felt that there might be a way to keep the convention alive. If Jan were to sign the form from the State of Ohio necessary to transfer the corporation's agent of record to a new Board Chair/President, we could all just overlook the fact that the corporation had been legally dead and have the new Board move forward with creating a convention committee to run Context 28 in September, 2015.

The group formed a new Board consisting of seven members and I was asked to become the new President/Chair. We began to draft a new Constitution to replace the incomplete one that failed to provide any guidance on how to handle the current existential crisis.

At a cordial meeting with me and the aforementioned convention co-chairs on December 19, Jan agreed to the plan and the new Board. As (very reluctantly) authorized by the new Board, I offered her an Associate (non-voting) membership on the new Board, which she accepted. Due to a communication error, we did not have a copy of the Transfer of Agent form at this meeting, but Jan said that I could bring it to her house at 8:30 on December 22 and she would sign it then. Jan told us that when the previous hotel liaison had resigned (before all the controversy), she told the hotel to take her name and credit card off the contract.

We contacted the former Treasurer of the Board (who had resigned months before any of the controversy) to arrange for getting our new Treasurer on the signature card at the bank (letting him know that he could call Jan to verify that this request was from authorized people). I contacted the hotel to ensure that the originally contracted date was still available and to let them know that we would sign a new contract as soon as we had a new hotel liaison in place. (I didn't mention that we didn't think that anyone was legally authorized to enter into contracts or disburse corporate funds until the State form was filed.) We contacted the Guests of Honor for the 2015 convention to let them know that the convention would be going ahead as planned (which was in much doubt after the mass resignations in November) and to get them to recommit to attending. I sent an email to the volunteer that had been given the responsibility for the P.O. Box key and requested that he turn it over to the new Board's VP. Basically, we started to get things moving forward based on Jan's promise to sign the form.

 I arrived at Jan's house at the agreed-upon time but she wasn't home. I left a message on her voicemail, and she returned my call hours later with a flimsy excuse. We agreed to meet on Friday, December 26 at the same time and place.

At any time, she could simply have said that she would not sign the form, either because she preferred that a different group take on the responsibility for the corporation, or for some other reason, or without giving a reason at all.

She sent an email on the 24th saying that "There is no big rush to change the agent of record. We should update our constitution first, and hold an open election of officers, and then change the agent of record...". I forwarded this to the new Board, which greatly angered and disappointed those members that took time away from their Christmas celebrations to respond. I replied to Jan that this was unacceptable, that there was indeed a need to move quickly (the convention is in only nine months and there is no convention committee), and "If you fail to sign on Friday as you previously agreed in our meeting on December 19th and on the phone with me after you stood me up on December 22nd, I will recommend to the new Board that we all walk away and make public the documentation of the events that led up to the failure to authorize a new Board."

 Instead, on the day of the scheduled meeting, she had a lawyer send a rather over-the-top email to me saying that she would not sign the form and threatening me with police action if I went to her house, among other things. The new Board is, of course, now walking away.

For the sake of the hundreds of people to whom Context is so important, I hope that Jan and the few staff members that are left (many of whom are the same people who were obstructing, defending, or waffling with regard to taking positive action on the sexual harassment problem) can somehow manage to form a Board that meets state requirements and to organize and legally finance a quality convention that provides a safe and hassle-free environment for the attendees. But I think that I can be forgiven for having doubts about all that.


I'm the blogger who started it all. Here's my current take on the sitch.