A controversy over the way the annual general meeting for the Theatre North West Society was conducted has landed in B.C. Supreme Court.
TNW Society members Michael O'Malley and Hans Suhr filed a petition Monday at the Prince George courthouse seeking a declaration that the society's Aug. 8 AGM was not validly held and an order that another be held to elect a new 11-member board of directors by secret ballot.
O'Malley, who resigned as a director in the summer, and Suhr, who had accepted a nomination to run for the society's board of directors, are also seeking declarations that Deborah O'Leary, Robin Dielisson and John Ottery are not officers or directors of the society; that Marnie Hamagami and Tracy Calogheros have not been validly appointed as directors; and that the current directors are Jovanka Djordjevich, Allison Haley, Richard J. King and Jack Grinhaus.
According to a society summary from B.C. Registry Services included in the petition, Dielisson, Djordjevich, Haley, King, O'Leary and Ottery have been society directors since Aug. 26. Hamagami and Calogheros are not on the list, nor are they on the ones for 2012 and 2013 included in the petition.
Additionally, a declaration is sought so that employees of the Society are disqualified from voting in the election, along with orders that Prince George lawyer Bruce Kaun chair the AGM and that Djordjevich, Haley and King act as the interim executive until the AGM is held.
As TNW's artistic director, Jack Grinhaus would maintain a position on the board.
According to the petition's factual basis, for most years since 1996 or 1997, the board of directors consisted of about 11 elected members plus an artistic director, general manager or artistic producer as a non-elected, non-voting member.
For reasons not spelled out in the petition, no election of directors was held at the society's 2013 AGM and when the 2014 AGM was held on Aug. 8, O'Malley sought to add an election of directors to the agenda.
In response, O'Leary, who was chairing the meeting, offered reasons why an election could not occur and then society employee Carli Staub opined that a motion to amend the agenda to hold an election would have to be voted on first.
O'Malley, in turn, made the motion but then problems arose.
"The meeting became very confusing with various members of the society complaining that they could not hear what was occurring at the meeting," according to the petition.
In particular, they could not hear what O'Leary was saying, so a staff member stood beside her, paraphrasing what she said.
A vote on the motion was conducted by a show of hands with Grinhaus, who announced before the meeting he had been appointed scrutineer, counting the votes. But "because of all the confusion," the vote had to be taken three times.
After what appeared to be a very close vote, Grinhaus indicated the motion had been defeated and no election occurred.
After the meeting, several society members complained that they remained confused about the nature of the motion, even when the vote had been called three times.
Among them was Mary Schubert, who filed an affidavit in support of the petition. Schubert, who had also accepted a nomination to run for the board, said she noticed that contrary to previous AGMs, staff members voted, "a situation previously unknown to me" and that an election of directors was not included.
After the meeting she wrote a letter to the society to take issue about the way the meeting was conducted, "particularly the absence of election of directors," and to object to the way two members of the society had recently been treated.
Then, on the afternoon of Oct. 2, Schubert said, Grinhaus visited her home, "apparently to chastize me for having written that letter." Schubert said Grinhaus further told her the society received nomination papers three days before the AGM and the society's staff threatened to quit if those nominees became directors.
The election of those nominees "would be a coup," and staff purchased memberships so they could vote in the AGM, Schubert said.
The petition includes eight letters of nomination and acceptance of nomination for the election. The candidates and their nominators in brackets were: Randy Walker (Eric Chamberlist), Olive Godwin (Brian Pepper), Margaret Johnston (Margaret Jones), Bernadette Goudreau (Joy McKeller), Donalda Carson (Barb Dean), Mary Schubert (Joe Van Calsteren), Hans Suhr (Jim Imrich) and Sylvia Cooney (Bernie Blackburn).
In his affidavit, O'Malley said that from his experience as a director, including time as a director with Haley, Djordjevich and King, he has concluded that none of them likely has the experience to supervise an election or chair a society AGM.
Because of that concern, O'Malley said he approached Kaun to see if he would be willing to assume the roles and Kaun said yes but preferred to do so in an independent and impartial manner.
In addition to chairing the meeting and overseeing the election, Kaun would be at liberty to apply for directions form the court to comply with the orders being sought and would be paid his usually hourly rate of $250 plus reasonable disbursements and applicable taxes.
O'Malley and Suhr are also seeking an order that O'Leary, Dielisson and Ottery defray the petitioners legal costs at a scale for matters of ordinary difficulty under Supreme Court civil rules.
The TNW Society, O'Leary, Dielisson, Ottery, Hamagami and Calogheros are named as respondents. They have 21 days to respond after being served with the petition.
