The Downtown Business Improvement Association (DBIA) continues to cope with internal struggles following a contentious annual general meeting in February that saw several of its board members resign in protest.
And this week, back-to-back news releases pit the DBIA board against certain members who appointed themselves the group's official audit committee, followed by a second release announcing the president was stepping aside.
One day after proclaiming the self-appointed audit committee had no legal validity, the board's newly-appointed president, Carla Johnston, stepped aside. Vice-president Hugh Nicholson, the DBIA's previous president and publisher of The Citizen, returns to the lead role on an interim basis.
In a press release Thursday, Johnston, who took on the role in May, said she is "best suited to leading the association's events and marketing activities."
Internal tension first became apparent during the DBIA's February AGM, when certain members levelled allegations of conflict of interest and financial improprieties, which were never proven nor publicly resolved.
During the meeting, the membership voted to appoint an audit committee, and shortly thereafter a threesome - Bob Hillhouse, Ted Moffat and John Dungate - announced they'd taken on that role.
For several months the trio attempted to access documents to perform an audit, and a few weeks ago, they were given over 1,000 pages of documents.
But on Wednesday, the DBIA issued a press release clarifying that handing over the documents does not mean they've acknowledged the three men as auditors.
"I think there has been some confusion in that the members who have been reviewing DBIA records in recent months have also been referred to as an 'audit' committee," stated then-president Carla Johnston.
"In the name of good governance, we could not disclose information to a 'committee' that was not duly constituted. Instead, we have disclosed everything that was asked for to the individuals, who are members in good standing, and we welcome any feedback in the same context."
The DBIA backed up their denial of the committee by requested a legal opinion on the matter from Catherine Keri of Keri Law Employment and Labour law firm.
Keri's response, dated June 10, addresses a few of the DBIA board's questions, most notably: "Can the membership strike a committee?"
"By this question, I believe you are asking if the membership can put together a committee, presumably to manage an aspect of DBIA business," she writes.
She points to the DBIA bylaw stating "directors may appoint committees consisting of such persons as they think fit, and such committees may provide such recommendations to the directors as are requested of the committee."
And concludes that: "This is the only provision for the striking of committees and the only manner in which it may be done, with the board (specifically a director) being the appointed body."
The members reviewing DBIA documents continue to refer to themselves as an audit committee, however.
And when asked for response, one of the self-professed auditors, Hillhouse, would not comment for the record, except to refer to Keri's legal opinion.
In the meantime, the DBIA is honing its transparency regulations, and plans to investigate "best practices around what types of information not-for-profit organizations should or should not make available to members outside the immediate staff and board of directors," according to Wednesday's release.
The following day Johnston stepped down, leaving vice-president and previous president Nicholson at the helm.
"The DBIA is on track to have an outstanding year," he stated in Thursday's news release.
