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Group launches hostile takeover bid of PTS board

Members, volunteers and staff hold special general meeting

Update: At the special general meeting, 33 members voted in favour of keeping the board. There were  23 votes in favour of the board’s resignation.

On Wednesday, Feb 9, Pink Triangle Services (PTS) will face its biggest challenge in five years. Dissenting members of the organization have called a special general meeting (SGM) to demand the resignation of the current board of directors.

In December 2010, members wrote to the board requesting all nine directors step down “on the basis of their inability or unwillingness to comply” with the current bylaws. They secured the necessary 25 signatures to demand an SGM.

According to the letter, the board had violated the bylaws by electing five executive members (president, two vice-presidents, secretary and treasurer) instead of three (president, vice-president, secretary/treasurer); by not electing the officers at the most recent annual general meeting (AGM) but rather after the meeting; and by changing the bylaws by default without approval of the registrar general of Canada.

Stas Tikhononv, one of the leaders of the dissenting members, said that there was a lack of transparency and accountability with the current board.

“We feel that it is really important to have an accountable structure, a structure where not only is the board accountable but also that it knows its own bylaws,” says Tikhononv. “Clearly there’s some kind of disconnect about how the agency is run, between how the board understands it and how the bylaws talk about it. It’s time, if we are fixing up PTS — refurbishing it, rejuvenating it — that means the board too.”

Denis Schryburt, one of the two vice-presidents on the board, feels that the bylaws are old and need an overhaul, but that the board has always acted in the best interests of the organization.

“There are two technicalities in my view that are not a reason to take down a board of directors,” says Schryburt. “There was no intention at any time to take down PTS; we are a board that cares for the organization or else we would not be there.”

According to Schryburt the board wrote to the 25 members suggesting that they hold a roundtable discussion, review the bylaws and propose amendments to clarify meanings to avoid any further misunderstanding. The board also proposed that new directors be elected to fill vacant seats.

That offer was refused.

The call for the board’s resignation came three months after the AGM in October where members elected the board. The election process has been the same for the past five years, whereby the executive officers were elected by the board members after the AGM.

Since the board elections in 2009 — when Tikhononv was elected president of the board in the same election process — there have been two vice-presidents because nobody was willing commit to the workload.

“No one put up their hands to fill the VP position,” says Schryburt. “At the time, I did not have the time to devote myself as vice-president for PTS and neither did Lyle Borden.”

As a solution, Borden and Schryburt decided to share the position.

“It went so well that we decided to do the same; there did not seem to be any issues the previous year,” says Schryburt of the decision to keep the status quo after the last AGM.

The board’s decision to separate the roles of secretary and treasurer was also made to alleviate the pressure on George Hartsgrove who, as treasurer, had a hard time combining the two roles.

The decision to requisition a SGM three months after the AGM was taken because, according to Tikhononv, there were missing minutes.

“Nobody really thought to look at the bylaws until we started noticing that the minutes were missing. So we read through the bylaws and we found that not only was the election process flawed, the offices, president, vice-president, secretary/treasurer were supposed to be elected at the AGM but they weren’t. They were elected in camera by the board. Not only that, we found that the creation of two different officer positions which wasn’t brought to the membership was also in violation of the bylaws,” says Tikhononv.

At the SGM that is scheduled on Wednesday, Feb 9, the 25 dissenting members intend to elect new board members.

Tikhononv intends to step forward as president of the PTS boards for the second time. In 2009 Tikhononv resigned from the board because of age discrimination.

“I submitted a resignation on the basis of several ageist remarks that I had heard from the board, which I felt were entirely unprofessional and inappropriate,” says Tikhononv.

Jessica Freedman, who was on the PTS board in 2007, also intends to run for a board position.

The PTS special general meeting is Wednesday, Feb 9 at 6pm at St John’s Evangelist Church on Elgin St.