Having survived a highly publicized recall vote, the embattled board of directors at Columbia Credit Union faces a new legal challenge from dissident members, who filed a motion in state court alleging several board members are in violation of the term-limits provisions in the CU's bylaws.
Eight of the nine board members were the targets of a recall vote at a March 28 special meeting of members (CU Journal, April 5). All eight survived by slim margins. The recall was prompted by the board members' support of last year's attempt to convert the credit union to a mutual savings bank.
On April 2, a group known as the "Save Columbia CU Committee" filed a motion for summary judgment with Superior Court Judge Roger A. Bennett. The motion asks the court to order four board members - Connie Jones, Dennis McLachlan, Robert M. Byrd and Mark L. Ail-to vacate their director positions. According to plaintiffs, Jones has been a director for 20 consecutive years, McLachlan and Byrd for 12 years each, and Ail for nine years.
The bylaws, which have been in effect since November 1999, limit directors to nine consecutive years of service as a director-defined as three, three-year terms. A director who serves nine uninterrupted years may be re-elected only after a mandatory absence of two years.
In addition, the motion asks Judge Bennett to rule McLachlan and William F. Bird III are ineligible for re-election at the CU's annual meeting. The meeting had been scheduled for April 27, but has been postponed until the legal issues can be sorted out.
The Save Columbia CU Committee's motion states the attorneys for the defendant board members contend the term limits bylaws provision was intended not to apply to the prior board service of the directors who adopted the provision in November 1999.
"But no such 'grandfathering' was written into the bylaw provision, so no such subjective but unexpressed intention ought to be recognized as modifying the plain language of the bylaws term limits provision," the plaintiffs said in their motion.
'Incestuous Process'
Steve Straub, former president and CEO of Columbia Credit Union and spokesperson for the Save Columbia CU Committee, said "the bylaws are clear" regarding term limits. "Directors are limited to three, three-year terms. That's nine years," he said. "There's nothing written about 'other than current members.' "
"The board has created an incestuous process where the nominating committee is made up of members of the board, and they nominate their friends," Straub continued. "It is a farce that they have transparency or want member involvement. Their words and actions have been consistent throughout this entire process: they say they want member input and they're member focused, but their actions are different. They have closed board meetings and refuse to hand out the minutes. The board is running the credit union like a private company. Our goal is to make this credit union more transparent and run for, by and on behalf of the members."
Management at Columbia CU was unavailable for comment on the motion.
