Q10. "Please explain the following statement in a recent James Blundo email - “Katherine James appointed and chaired a nominations committee, though she was neither the immediate past president, nor the president as required by the bylaws. Yet she created a nominations committee in violation of the bylaws, and conducted an election that also violated the bylaws, was not approved by the membership, and was thus illegitimate?"
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Answer: Any claim or allegation that the October/November 2023 election violated the Bylaws is a result of them losing the election. The same individuals who are accusing MMHCA of violating the Bylaws, and claiming they are the appropriate group, run their “organization” by hand-selecting who is on their “board”.
What we can tell you is that Mr. Blundo, Dr. Schaeffer, Dr. Ametrano, and Dr. Emde were ALL included in every communication regarding the election leading up to the majority vote to proceed with an election as proposed by Dr. James and the Election Committee. That majority vote of the acting Board validated the procedure that was planned and used. Not one of those who are objecting now ever brought up anything about this during discussions about how to set up the election. Mr. Blundo didn’t have elections or follow the bylaws regarding voting for over a decade and suddenly, seven months after the election, they came out with this statement about Dr. James.
Simply stated, the majority of the Board voted to proceed with the election as Dr. James and the Election Committee proposed. This majority vote authorized the Election Committee’s actions.
The Bylaws do not in any way require the membership to approve the process the Board or Election Committee uses for an election.
We feel it is also important to mention this about Dr. James. Dr. James joined the Board in 2016, committing to a monthly commute of one hour each way to attend in-person monthly meetings until early 2020 when meetings shifted online. From July 2020 to June 2023, Dr. James served MMHCA diligently as President, dedicating significant volunteer hours to the organization. Her efforts created multiple firsts for MMHCA (creating and maintaining the Bridging Initiative program, which received national recognition from AMHCA, being part of establishing and offering some of Michigan’s first Implicit Bias training, and more). During the August 2023 Board meeting, Mr. Blundo praised Dr. James, stating, “...I don’t want to brag about her but she was the best president and Napoleon were the best presidents that I ever had…” time stamp 37 minutes.
It is astonishing that they would criticize actions as being done “outside the bylaws” when they themselves have blatantly disregarded the Bylaws. As documented by MMHCA’s consultant, these are the same behaviors Mr. Blundo engaged in, contrary to the Bylaws, for over a decade.
These statements made by Mr. Blundo in his 5/28/24 email are false for a number of reasons. Let us break them down piece by piece.
“...though she was neither the immediate past president, nor the president as required by the bylaws.” Dr. James served on the Board since 2016. She served as President from July 2020 through June 2023, and became Past President (a voting office held for one year) July 1, 2023. If Mr. Blundo is referring to the fact that Dr. James was not elected, that was his doing, not hers. Dr. Katherine James was acting as the Past President during the tenure of President Kristi Hottenstein who resigned during the August 2023 Board meeting.
“Yet she created a nominations committee in violation of the bylaws” No, the majority of the Board voted to hold an emergency election with Dr. James as the Chair of the Election Committee. Dr. James did not create the committee solely by her own authority. Furthermore, the bylaws allow for the past president to create a nomination and election committee.
“...conducted an election that also violated the bylaws…” There is a partial truth here. There is nothing in the 2012 By-laws that states what to do in the case of an issue like MMHCA faced after Dr. Schaeffer suddenly declared (during the August 2023 Board meeting) that no one who had been operating as a Board member was actually a Board member because they had been appointed by Mr. Blundo. We consulted legal counsel on this matter because of this and were instructed that in extreme circumstances such as these, the Board was able to vote to hold an emergency election. The majority of the Board voted to proceed with an emergency election, as Dr. James and the Election Committee proposed, in order to get voting Board members in place as soon as possible - especially because the budget needed immediate revision.
…”was not approved by the membership, and was thus illegitimate.” There is no function in the by-laws for an election to be approved by the membership. While we are an organization here to be driven by and to serve our members, the legal structure of the organization is based on governance by the Board of Directors.
You may be referring to the 10/9/23 email “vote” that Mr. Blundo asked for to supposedly “authorize” him to name a slate of Board members. While he claims that 95% of people supported his idea to hand-select a “slate” of names to be on the Board, this is a bit of a trick using statistics. 95% of the people who replied voted yes. 33% of members who received that email “voted”. That means 31% agreed with Mr. Blundo’s proposal, not the 95% he claims. And the 33% who voted didn’t really have any idea what they were agreeing to. Also, what Mr. Blundo subsequently did was not what he promised in his 10/9/24 email - he never sent a “slate” to the membership for a vote - instead he hand-picked his new board, just like has always done. But, just to be clear, all of that is a moot point because 1. Membership, per the Bylaws, doesn’t approve elections in advance, and 2. Mr. Blundo had zero authority per the 2012 Bylaws to take this action, especially given it was in direct conflict with the decision made by the Board two days prior to proceeding with an already carefully planned election.