Last summer's controversial Theatre North West annual general meeting is getting an encore.
A B.C. Supreme Court judge has ordered the local theatre society perform a do-over after the events of the Aug. 8, 2014 meeting devolved into legal action looking to have it declared invalid.
According to the petition filed by TNW Society members Michael O'Malley and Hans Suhr and information presented to Justice Lisa Warren at the Prince George courthouse Monday afternoon, a package of board of directors nominations went unknown to those in charge of the meeting, leaving the night's agenda free from any business of elections. When O'Malley attempted to have the agenda amended during the course of the meeting to add the election of the eight people who had put their names forward, his motion was voted down.
Richard Gibbs, lawyer for the society and others named in the petition, said O'Malley and his group were attempting a "sneak attack" and "coup" by trying to have the eight empty spots on the board filled by acclamation.
The society's bylaws state that at least six days prior to the annual general meeting, the nominating committee shall present a slate of nominees to the board of directors.
A package of emails of nominations and acceptance of same was sent to the society's office, but was not opened by the society's secretary before the meeting, leaving those running the meeting unaware that nominations were submitted, the court heard.
"We know that what happened was instead of sending a couriered envelope that when opened, would show nomination papers, what was sent was a couriered envelope that when opened was a sealed envelope," said Gibbs, arguing this opened the door for O'Malley's motion to try and have nominations from the floor.
According to sworn affidavits from other society members, there were other unusual practices, such as memberships being sold at the door on the night of the meeting, and TNW staff purchasing memberships in order to have a vote.
"It's not some kind of stealth takeover attempt," said Terrence Matte, counsel for the petitioners. Matte argued there was precedence for the terms of the bylaws being fulfilled, as regardless of whether the board secretary, opened the envelope or not, the nominations were presented to the board.
"As is invariably the case in these kinds of situations, it has resulted in really two factions, both of which I'm confident consist of very well meaning members of the community," said Warren, while giving her reasons for decision. "Unfortunately, that dissension has affected the way this, I'm sure beloved, institution is functioning and perhaps affecting its ability to function."
There may have been an attempt by some to change the direction of the Theatre North West Society, said Warren, which is fine as long as the bylaws are followed.
The fact O'Malley's motion was voted down and no election was held when there were vacancies on the society's board means there was an irregularity, she ruled.
"In my view, the society was required to hold an election because there were vacancies and the society was required to put forward the names of the nominees who were presented in the envelope that was delivered," said Warren. "So there has been an irregularity that breaches the bylaws."
To rectify this, Warren granted the order sought by the petitioners that a new meeting be held to fill the eight empty board positions. This will be done by the end of June.
And while the society was already on board with holding a new meeting, it was arguing against another order sought to have the meeting chaired by local lawyer Bruce Kaun, who would be paid his regular rate of $250 per hour.
"Don't do that," said Gibbs. "This is a theatre that lives on its donations and subscriptions."
Instead, Warren sided with the respondents who put forward Prince George Coun. Murry Krause as an alternative who would do the prep work and chair the meeting free of charge.
Warren wasn't prepared to grant other orders sought by the petitioners. Namely 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 (who is a non-voting member).
Warren said she was satisfied that in the absence of an election during the meeting, the bylaw stipulations that those previously holding office continue to do so. Hamagami and Calogheros were appointed to the board to bring the numbers of the group up to the necessary five members since O'Leary, Dielisson and Ottery's three-year terms on the board technically expired as of the August 2014 meeting.
The current board is only to act in caretaker capacity for the society until the new board can be elected, Warren said.
The society is also responsible for covering the petitioners' costs, Warren ordered.
