Fair Board Bylaw Changes Draw Fire
November 14, 2019 at 12:03 a.m.
By Amanda [email protected]
The annual Fair Association meeting and dinner is at 6:30 p.m. Monday in the Shrine Building and open to the roughly 130 association members.
Fair Board member Shane Checketts fielded most of the bylaw blowback Monday night and defended the board’s proposed changes, saying the board didn’t even have to include the new changes because they’re protected under Indiana law anyway.
The proposed changes include language in association membership qualifications and action the board can take. In part, it reads: “The member shall not dishonor, discredit or bring the association in to disrepute ... The member’s actions related to the association, the fair, or the board of directors, shall not be in direct conflict with the purpose of the association as set forth in article II of these bylaws ... The member shall not violate fiduciary duties, which for the purpose of these bylaws is defined as ‘a duty to act in the best interests of the association.’”
In addition, it states that the board of directors reserves the right to review any member’s good standing status and terminate any member’s status at any time. That section reads, in part: “If the board of directors decides to terminate a membership, for whatever reason, fees paid by the member will likewise be forfeited and no refund given. Any decision by the board of directors to terminate a membership must be communicated to the affected member in writing (mail or email). Termination will be effective 10 calendar days after notification is sent.”
It also states a decision to terminate any membership must be approved by a majority vote of the board of directors prior to informing any affected member. “Any member of the association that has been notified of membership cancellation, or had thier membership terminated by the Fair Board, by the action of the property authority, may request a review and reversal of such action by the appeal committee.”
Checketts said he’s the one who sat down for hours and drafted these new bylaws, researching Indiana law and codes.
New association member Rick Snodgrass told the board he reviewed the proposed changes to the bylaws and that he’s been involved in a lot of not-for-profits, saying the changes, are “wide open to give the board absolute total control if a person is eligible to remain a member or not,” and it “basically gives the board final exception to the board members.”
“Here’s my concern,” Snodgrass said. “Obviously, this year there’s been a lot of controversy with the lawsuits and stuff. The board, as I understand it, are all members of the association. You also have a fudiciary responsibility as a board. Seems to me when you look at your mission statement, you’re not being fudiciary sound in spending all this money in appeals on something that you agreed to years ago.”
Board Vice President Randy Shepherd said it’s not just about racing.
“We haven’t lost as much money in the lawsuit as we lost with concerts, and you look at that and that’s nothing,” Shepherd said.
Snodgrass asked Board President Kevin Harris if he spoke with Mary Clemens, one of the plaintiffs in the racing lawsuit, and asked Harris if he came to an agreement with her. Harris said he did speak with Clemens, but no agreement was made.
“So the board can throw out anybody they want if they don’t like what they say,” Snodgrass said.
Association member Mike Loher said, “At the end of the day the 13 board members have no accountability.”
“If you want to argue, that’s fine,” Shepherd said, adding that it’s not OK though for people to “go out and run your mouth and step out and start saying these people are full of crap.”
Loher said he understands and also understands the defining of membership bylaws. He suggested the board change the appeals committee.
“It’s not logical to file an appeal with the same people who voted us out,” Loher said.
Board member Nathan Rhoades said he agrees with that. Several other members seemed to nod their heads in agreement, however, no change was proposed.
The bylaws will be voted on at the annual meeting, where attending members can talk and a time for discussion will be held before voting.
When asked by the Times-Union after the meeting about the board’s decision to appeal the lawsuit, and specifically if their legal counsel has provided another defense than the contract doesn’t run with the land, Board Treasurer Sheal Dirck said, “No, because it doesn’t run with the land. They’re wrong, and we’re right. We’ve had our lawyers who have talked to judges in Chicago who they work with as part of their law firm and they all can’t believe it (that they lost), so now we’ll get three judges’ opinions instead of just one, who is wrong.”
No new court date is set in that matter yet.
The annual Fair Association meeting and dinner is at 6:30 p.m. Monday in the Shrine Building and open to the roughly 130 association members.
Fair Board member Shane Checketts fielded most of the bylaw blowback Monday night and defended the board’s proposed changes, saying the board didn’t even have to include the new changes because they’re protected under Indiana law anyway.
The proposed changes include language in association membership qualifications and action the board can take. In part, it reads: “The member shall not dishonor, discredit or bring the association in to disrepute ... The member’s actions related to the association, the fair, or the board of directors, shall not be in direct conflict with the purpose of the association as set forth in article II of these bylaws ... The member shall not violate fiduciary duties, which for the purpose of these bylaws is defined as ‘a duty to act in the best interests of the association.’”
In addition, it states that the board of directors reserves the right to review any member’s good standing status and terminate any member’s status at any time. That section reads, in part: “If the board of directors decides to terminate a membership, for whatever reason, fees paid by the member will likewise be forfeited and no refund given. Any decision by the board of directors to terminate a membership must be communicated to the affected member in writing (mail or email). Termination will be effective 10 calendar days after notification is sent.”
It also states a decision to terminate any membership must be approved by a majority vote of the board of directors prior to informing any affected member. “Any member of the association that has been notified of membership cancellation, or had thier membership terminated by the Fair Board, by the action of the property authority, may request a review and reversal of such action by the appeal committee.”
Checketts said he’s the one who sat down for hours and drafted these new bylaws, researching Indiana law and codes.
New association member Rick Snodgrass told the board he reviewed the proposed changes to the bylaws and that he’s been involved in a lot of not-for-profits, saying the changes, are “wide open to give the board absolute total control if a person is eligible to remain a member or not,” and it “basically gives the board final exception to the board members.”
“Here’s my concern,” Snodgrass said. “Obviously, this year there’s been a lot of controversy with the lawsuits and stuff. The board, as I understand it, are all members of the association. You also have a fudiciary responsibility as a board. Seems to me when you look at your mission statement, you’re not being fudiciary sound in spending all this money in appeals on something that you agreed to years ago.”
Board Vice President Randy Shepherd said it’s not just about racing.
“We haven’t lost as much money in the lawsuit as we lost with concerts, and you look at that and that’s nothing,” Shepherd said.
Snodgrass asked Board President Kevin Harris if he spoke with Mary Clemens, one of the plaintiffs in the racing lawsuit, and asked Harris if he came to an agreement with her. Harris said he did speak with Clemens, but no agreement was made.
“So the board can throw out anybody they want if they don’t like what they say,” Snodgrass said.
Association member Mike Loher said, “At the end of the day the 13 board members have no accountability.”
“If you want to argue, that’s fine,” Shepherd said, adding that it’s not OK though for people to “go out and run your mouth and step out and start saying these people are full of crap.”
Loher said he understands and also understands the defining of membership bylaws. He suggested the board change the appeals committee.
“It’s not logical to file an appeal with the same people who voted us out,” Loher said.
Board member Nathan Rhoades said he agrees with that. Several other members seemed to nod their heads in agreement, however, no change was proposed.
The bylaws will be voted on at the annual meeting, where attending members can talk and a time for discussion will be held before voting.
When asked by the Times-Union after the meeting about the board’s decision to appeal the lawsuit, and specifically if their legal counsel has provided another defense than the contract doesn’t run with the land, Board Treasurer Sheal Dirck said, “No, because it doesn’t run with the land. They’re wrong, and we’re right. We’ve had our lawyers who have talked to judges in Chicago who they work with as part of their law firm and they all can’t believe it (that they lost), so now we’ll get three judges’ opinions instead of just one, who is wrong.”
No new court date is set in that matter yet.
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