From
the log of the
Gil Vick
-- April 21, 2003
In March of 2002 the WSC board of directors passed a motion
authorizing the buyback of stock from nonmember shareholders. This buyback was supposed to be the first
step in a multi year buyback initiative, which would allow WSC, over a period
of years, to protect itself from any outside takeover threats. Majority control and the future of WSC Inc.
would eventually rest with the member shareholders. For 2002, $4000
($250/share) was budgeted and the board members were challenged to find
shares. I support this.
Issuing and managing properly restricted shares will,
over time, result in full control of the corporation by the active members.
To assist in this buyback effort, the shareholder list was
distributed to the board members in July 2002. We were to use this list
to begin contacting shareholders as buying agents of WSC and begin making
offers for stock.
In late October we discovered that our commodore, Cameron
Coburn, had secured 28 shares of WSC stock for himself and his
family. Cameron has not offered to place these shares into the buyback
program!
Several of us have expressed our disapproval of this
transaction and have tried to work with the WSC board since October (6
months) to resolve this issue. The board has been unresponsive.
It is MY opinion that:
1.
The WSC board must adopt a full disclosure policy and share
with the membership ALL details of any transactions between a board member and
WSC. The Board has not informed the
membership of Cameron's purchase.
2.
If allowed to stand, Cameron’s stock purchase represents a
huge change in club ownership and is an important matter that should be fully
disclosed to the membership and the stockholders.
3.
Based on the stated intentions of the buyback
program, each board member became a buying agent for WSC.
Any shares found by a board member belong to WSC as part of the
buyback program.
4.
Failure to place the shares into the buyback program is a
serious breach of trust by a board member.
5.
Board silence implies complicity. Silence is
consent. This leaves me with the impression that the board
majority is more interested in protecting cronies than dealing with hard issues
or openly representing the membership.
6.
These shares give the Coburn family control of 34
shares. This effectively represents
enough votes to appoint the board of directors.
7.
If the board permits this purchase to stand the
membership has lost control of the club to an internal takeover!
If this concerns you, you might:
1.
Let your board members know where you stand.
2.
Encourage your board to disallow Cameron's purchase and
refuse to transfer these shares. He of
course should be paid for his expenses.
3.
Consider asking for the shareholder list (you have this
right) and find additional shares of your own. If each member would
purchase 3-5 shares we would be completely safe from any external buyout
threats. This could also offset the
Coburn's voting block. This would bring
control of WSC back to the membership.
If you support your board majority's complicity in
Cameron's purchase of these shares let them know. They might enjoy some support!
And those of you who think I have overstepped --- weigh
in. I also need a sanity check from time to time :-)
A selected email trail can be found on my personal web
site. If you have thoughts you wish to share with our membership, email
me and I will add a "pro/con" section.
http://mysite.verizon.net/gil.vick/ Look
for "Leeward boat -- Coming up"
Our membership has declined in the last few years from about 100 when Gaines Grantham was Commodore to the 70ish members we have today. If this trend continues we will fail.
If we are to remain viable as an accessible sailing venue for southeastern NC we need to sell 6-8 new memberships each year. Current members need to sell the club to others who might fit well into our program. We need to give serious thought to what activities and services will attract new members.
While I wish it were not so, I do not think the race centered format we currently follow is finding a market. Put on your thinking caps. What would bring in new members?
More social? More cruising? More trips? More kids activities? More dinners? More dancing? Planned speakers? Share your thoughts with your board.
Multiple Corporation Scheme
Your board has discussed creating a second corporation to manage the summer activities. The stated rational behind this is to limit the liability.
After listening for most of a year I have decided I am against this idea. We struggle to run one corporation right. Two corporations will be 3 times the work. It also offers increased opportunity for mischief, as it will be easier to divert attention.
?? YELLOW LASER ON BACK LOT
??
And as long as I have spent this much time, effort, and money – does anyone know who owns the yellow laser that has been parked on the back lot for several years.
I need a laser hull and this one would meet my needs very well.
Email gvick@informnet.com
Phone (919) 544-3031 (home)
(910) 646-4893 (lake)