As current President of the CABC Executive Board, I want to apologize for what has probably appeared to be a very confusing set of circumstances, which has included the CABC retaining legal counsel to write a ‘cease and desist’ letter regarding Monday’s scheduled election. The purpose of this letter is to explain why CABC engaged legal counsel to halt Monday’s election, what CABC plans to do to improve our internal operations going forward (which will include amending our bylaws and holding an election for officers that complies with the North Carolina law), and of course assure all of you that CABC is dedicated to putting our kids and their athletics first and foremost in all of our activities as officers of CABC.
Why did a lawyer have to get involved?
First and foremost, CABC is a private nonprofit corporation governed by NCGS 55A, which is the Nonprofit Corporation Act. CABC is not a part of the Union County School System. CABC is a private nonprofit corporation governed by a board of directors and Executive board as established in our bylaws. One of the root causes of CABC’s recent problems has been the ‘entanglement’ of Union County school employees (such as school Principals and Athletic Directors) in the internal governance affairs of CABC.
Much of this ‘entanglement’ comes from our bylaws, which includes language like ‘The Athletic Director and High School Principal have the right to remove any member of the…Executive Board.’ Our counsel has been in touch with the attorney for the Union County School System and the school board really wants this kind of language deleted from our CABC bylaws (because it creates more confusion and liability to Union County Schools). Additionally, CABC cannot truly be a parent run organization if school employees have so much control over our internal governance.
As you know, we were slated to have an annual general CABC membership meeting in May 2021 to elect a new President and a new Treasurer. We additionally wanted to amend our bylaws at this meeting. It is not a secret that the results of the election became subject to controversy. The purpose of this letter is not to argue who actually won or not. It’s clear that the results of the May 2021 election should not be certified because of the controversy. Additionally, our legal counsel is not convinced the May 2021 election met the requirements of NCGS 55A in the first place, so we need to move past the May 2021 election and put that behind us.
The reason that CABC hired an attorney has to deal with the scheduled June 28th election. Because of the ‘entanglement’ between school employees (like the Athletic Director) and CABC, a replacement election on June 28th was called without a vote by the Executive Board nor in compliance with NCGS 55A. Additionally, the CABC website hosted by nasathletics.com was under the control of a Union County school employee and not the CABC Executive Board when notice of the election was sent to general membership. The CABC Executive Board (in cooperation with the Union County School System) has regained access to the official CABC website and CABC has been assured that there will no longer be Union County school employees accessing and utilizing our parent organization website any longer and communicating to our general membership. Only parents will be communicating to parents via the CABC website from here on out!
CABC didn’t have an election on June 28th. What’s next?
Having brought on an attorney with experience in nonprofit law to stop the June 28th election and to help CABC get control of its website back may turn into a blessing in disguise. Mr. Cabagnot was hired as an attorney to CABC and so going forward, any of our actions going forward will be done in compliance with the law.
There are some folks out there who think that CABC is operating without an Executive Board and that is not the case at all. Because we have not had a new election to replace the President or the Treasurer, the incumbents remain intact. As our bylaws state, ‘Each member shall hold office for a period of two years or until death, resignation, retirement, removal, disqualification or a successor is elected…’ Additionally, our bylaws state that ‘the outgoing board will transition with the newly elected board until August 1st’ Hence, our incumbent terms (even if either election was valid) would have continued to August 1, 2021.
This does not mean that I or any other Executive Board members intend to stay beyond what is necessary. Our goal is to get CABC in compliance with NC nonprofit law and to hold an election that meets the legal requirements. Additionally, we intend to work to get the bylaws amended so it satisfies our friends on the School Board and updates how we should operate as a private organization.
Amending the CBAC Bylaws
CABC’s Executive Board wants to amend the CABC bylaws. The Union County School Board wants CABC to amend its bylaws. With consultation from our own counsel and input from Union County School Board Attorney Morris, CABC’s Executive Board will send out (in the very near future) proposed revised bylaws for the general membership to review. Only the general membership can adopt amendments to the bylaws so CABC needs you to participate and just as important show up to vote. If you have questions about the proposed revisions, you can let us know in advance of the upcoming general membership meeting. We intend to put both amending the bylaws and elections on the agenda for the forthcoming general membership meeting.
Electing New Officers
Obviously, we still need to have CABC Executive Board elections. In consultation with counsel, CABC will hold a general membership meeting in the very near future (that comports with NC law) to hold proper elections. We have the list of eligible members in good standing from 2020-21 school year who are eligible to vote for officers in the 2021-2022 cohort. It appears that many parents might have joined after the 2020-21 school year. Those parents who joined after May 31, 2021 will not be eligible to vote for 2021-22 officers. Our bylaws state that the booster club year begins on June 1st and ends on May 31st the following year. Because this upcoming election is meant to replace the May 2021 election (as was the invalidated June 28th election), we must treat this upcoming election as a ‘do-over’ of the required May 2021 election. For those members who paid for membership after May 31, 2021, you can request a refund of your membership fees from CABC, or you can have your fees applied to 2021-2022 (and of course be eligible to vote in May 2022’s elections).
CABC (and its Executive Board) Will Continue to Put our Kids Athletics First
Our kids, especially our middle school kids will not be falling behind with beginning fall sports. I have received reports of concerns that Cuthbertson Middle School athletes are sitting home and not getting on the field. I received a letter from the Union County Public Schools Athletic Director, Nelson Garner which states that Union County schools has always had an agreement with booster clubs (like CABC) that sport seasons would officially start one (1) week before the official NCHSSA high school date, which is August 2, 2021. Most of this centers on protecting the summer for families. According to AD Garner, the start dates communicated to middle school ADs is that Fall middle school season will start no later than July 26, 2021. For those parents who believe the season has already started, I can share AD Garner’s email with you upon request.
I’m sorry for sending you such a long letter, but so much has occurred in the last couple of weeks, much of which is regrettable and unfortunate. That said, it is the CABC Executive Board’s intention to serve our parents and our student athletes but to get there. we need to become more compliant with NC nonprofit law and so we need to (1) amend our bylaws to ‘disentangle’ from Union County School’s involvement in our private nonprofit affairs and (2) hold legally compliant elections so we can have a CABC Executive Board set to serve before the beginning of the 2021-22 school year. In the coming weeks, you will receive notice of general membership meeting and proposed revisions to the CABC bylaws.
President, Executive Board of CABC
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