The Elephant in the room
- Thread starter Paul Hawker
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Nsane1
Enthusiast
The board's view is clear. We have been advised by counsel that any monies in a VCA region stays in the VCA region, not transferred to a new club.
Further, IP (including articles, marks, inc. documentation, historic documentation) and any other assets (give-away items, banners, etc.) all are retained for the existing VCA region, not taken to a new entity.
There is established precedence and law around this, and if we wanted to sue for those assets, we could. We don't want that, we want a fair resolution for VCA members.
There are many fair ways to resolve this, it's the regions that have dis-allowed VCA members that are going to be the prickliest.
I'm not trying to be a hard ass, that's just what the lawyers say, so the question is how do we REALLY do this? Last thing we want to do is sue a bunch of Presidents who have worked their assess off for the VCA in the past. It's also morally reprehensible to throw a $10k party for 20 people.
The regions that have chosen to withdraw will be getting a letter from counsel stating the protections and law related to local VCA members and assets. I'm just giving the abridged version to take some of the sting out when that is received.
I know this will be hugely unpopular for some, but please, put yourself in the shoes of a VCA member who is a 20 year VCA member, who chose to stay with the VCA, and now all his "stuff" goes to a new place he does not agree with. THAT's who we are trying to protect here (and actually have the obligation to protect). We can close our eyes and pretend they don't exist, but there are MANY who have been at every VOI, saved every magazine, who have been around since the inception of the club, and they are still with us (thank you!)
What about the national treasury? Well naturally that goes to support VCA members (VCA regional stipends, magazine, badging, VOI).
Further, IP (including articles, marks, inc. documentation, historic documentation) and any other assets (give-away items, banners, etc.) all are retained for the existing VCA region, not taken to a new entity.
There is established precedence and law around this, and if we wanted to sue for those assets, we could. We don't want that, we want a fair resolution for VCA members.
There are many fair ways to resolve this, it's the regions that have dis-allowed VCA members that are going to be the prickliest.
I'm not trying to be a hard ass, that's just what the lawyers say, so the question is how do we REALLY do this? Last thing we want to do is sue a bunch of Presidents who have worked their assess off for the VCA in the past. It's also morally reprehensible to throw a $10k party for 20 people.
The regions that have chosen to withdraw will be getting a letter from counsel stating the protections and law related to local VCA members and assets. I'm just giving the abridged version to take some of the sting out when that is received.
I know this will be hugely unpopular for some, but please, put yourself in the shoes of a VCA member who is a 20 year VCA member, who chose to stay with the VCA, and now all his "stuff" goes to a new place he does not agree with. THAT's who we are trying to protect here (and actually have the obligation to protect). We can close our eyes and pretend they don't exist, but there are MANY who have been at every VOI, saved every magazine, who have been around since the inception of the club, and they are still with us (thank you!)
What about the national treasury? Well naturally that goes to support VCA members (VCA regional stipends, magazine, badging, VOI).
When is this letter going to be sent out? Given that there are only 11 days left in 2013 and it is also the holiday season, isn't time of the essence? Why wasn't this letter sent out in due time so that to give regions proper time to fairly take care of business?
Sam Goldfarb
Enthusiast
The letter better come with a signed, by a judge, injunction or it is simply a suggestion! Good luck rounding up 30+ judges and attorneys licensed to practice in each region or one that will think that this is a Federal Case. I'm guessing that most Regions have $1000-$5000, at this time of year in their cookie jars. Once that fact is divulged, take a deep breath and hold it, as the attorneys leaving the room will create a huge air vacuum!
ViperSmith
Enthusiast
This is what the VCA is worried about now?
Jesus you guys were moving forward with that last QA email, now this?
Get real. Unless the national office had terms to deal with this in the bylaws that money must be returned there is no grounds for anything.
For a lawyer, you'd think bob would know that.
Jesus you guys were moving forward with that last QA email, now this?
Get real. Unless the national office had terms to deal with this in the bylaws that money must be returned there is no grounds for anything.
For a lawyer, you'd think bob would know that.
This is the most logical response yet, and seems to be inarguable - would like to see any legal counterpoint?
(I get what others have said about the history and swag of the region as a VCA region, but the legal / financial question seems to be clear, no?)
SHEVIPER
Enthusiast
I hope this isn't the same counsel that advised that the raffle was legal.
ViperSmith
Enthusiast
The only counterpoint is if there is an agreement already in place with the clubs that states if the club leaves national then the money must be returned.
Other than that, what standing does the VCA have to demand money back? "Because" - not a decent threshold for cause.
What is the potential cost to the members of the VCA to sue national and international regions? Lawyers fees, filing fees, travel.....
Is it worth it? I think not.
One thing I do know, this can't be an attractive to VCA members knowing that they are in for some very expensive legal battles that will likely put the club deep in debt.
My suggestion going to our region is to carry on, as is. If VCA wants to come after us, so be it - all though I do not believe you have any legal jurisdiction to do so in Canada.
Is it worth it? I think not.
One thing I do know, this can't be an attractive to VCA members knowing that they are in for some very expensive legal battles that will likely put the club deep in debt.
My suggestion going to our region is to carry on, as is. If VCA wants to come after us, so be it - all though I do not believe you have any legal jurisdiction to do so in Canada.
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Paul Hawker
Enthusiast
This one of the reasons I started this post. Many Regional Presidents have decided they wish to convert their VCA clubs over to VOA. Most have no experience in doing this, but are just following along with what ever advice they have been given. Many of the people giving this advice, really do not have experience in making such a legal maneuver.
Since some members want to stay and some want to go. Maybe the regional president can take the club with them, but then again maybe not if some of the members want to remain with VCA.
Some of the Regional Club by-laws require their Presidents to be elected by their membership. In many cases no other person has run against the standing president, and he/she has just assumed leadership for another term. If that president did not follow their club by laws, then it may pose personal legal implications. Also if no regional election was properly done, with proper call for candidates, that also could be problematic.
Yes, I am the Western Regional Zone Director for VCA. I am aware of the reality of two clubs. I do not want to be the one to clean up a messy situation if things are not done right, proper and legally. The last thing I want for my Presidents to do is perform an act that opens them, and their club up to legal complications. I am sure the new club would not want to be dragged into accepting new members under a cloud of pending litigation that will taint them either.
I do not want this to become an argument, but offer guidance to both clubs as to how properly to handle this delicate situation.
For those who do not know what they are talking about, but still want to put their opinions out there, this is intended to be an open forum. Likewise, those that have experience in these type of matters, your input may be invaluable in avoiding a lot of pain for all parties involved.
ZD Paul
Sam Goldfarb
Enthusiast
Just curious! What if a Region has a ton of outstanding bills , IOUs etc. Does the NEW VCA Region also get that or just the CASH? Since the cash on hand may or may not be free and clear, what is "counsels" viewpoint on that? Maybe any Region in debt should throw the keys to the VCA, along with the debt, and then start off free and clear as a NEW VOA Region! Gotta Love those loopholes!
ViperSmith
Enthusiast
Is there anything in the agreement between the VCA and member regions that stipulate funds must be returned in the region leaves the VCA?
I cannot find anything that says so.
I cannot find anything that says so.
My feeling is that all regions who VOTED to leave the VCA should just carry on as is. As a regional car club. Funds intact.
If the VCA wants it ($$) come and get it.
http://www.youtube.com/watch?v=Bk57K4OGrAg
If the VCA wants it ($$) come and get it.
http://www.youtube.com/watch?v=Bk57K4OGrAg
Paul asks a question and look what it has deteriorated into. I liked George's suggestion about being charitable. It would be nice to see money go for charitable purposes. It is one of the goals of both clubs.
What did he expect? Everyone to start in singing kumbaya? Or was he just opening another can of worms to get a rise out of everyone....
Honestly, it is a shame to see all of this taking place, but it is what it is
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MoparBoyy
Enthusiast
truth, if the club is running in the red are they going to ask for that debt too?
This is going to get real ugly and costly for all clubs. No way with all the anger from those who are leaving the vca will
work to a agreement, not gonna happen. lawyers are coming and the courts are waiting. no club will win anything from
this. i would not want to be the person who takes the cash and spends it, life will get real at that point. so happy to be
only a enthusiast for the first time.
work to a agreement, not gonna happen. lawyers are coming and the courts are waiting. no club will win anything from
this. i would not want to be the person who takes the cash and spends it, life will get real at that point. so happy to be
only a enthusiast for the first time.
canadian venom
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ROCKET62
Has Left the Room!
Ditto that. I'm wondering why people would join either club until the dust settles.
From the non angry posts above, it appears that the question being asked is what happens if a new local Board comes in to replace the old local Board that left and forms a replacement VCA Region? That is a much narrower question than the way some are interpretting the question. Litigation would be a sad thing to see here. But, if it is deemed necessary, perhaps the parties on each side can agree to enlist one departing local club with a low bank account balance so it is not a hardship to it which would be willing to interplead its funds so that the matter could be quickly resolved and used as a precedent for all. For those who do not know what an interpleader action is:
Interpleader is civil procedure that allows a plaintiff to initiate a lawsuit in order to compel two or more other parties to litigate a dispute. An interpleader action originates when the plaintiff holds property on behalf of another, but does not know to whom the property should be transferred.
In this case, arguably, the local clubs hold their money on behalf of their members so if a new VCA Region stands up which involves people who previously paid dues, the seceding club would appear to have the type of problem that fits using an interpleader procedure.
If I had to guess what a Judge would do, I would say that he would determine the total number of VCA members who paid dues during 2012. Then he would see how many wish to go with the new club's region versus how many would like to stay in the new VCA region and divide the funds accordingly. For instance, assume a Region has 50 dues paying members and a bank account balance of $1000.00. 30 wish to go and 20 wish to stay. Using this type of settlement, the seceding club that has the funds would issue a check to the new VCA region that the twenty members stand up in the amount of 2/5ths of $1000.00 which is $400.00.
Interpleader is civil procedure that allows a plaintiff to initiate a lawsuit in order to compel two or more other parties to litigate a dispute. An interpleader action originates when the plaintiff holds property on behalf of another, but does not know to whom the property should be transferred.
In this case, arguably, the local clubs hold their money on behalf of their members so if a new VCA Region stands up which involves people who previously paid dues, the seceding club would appear to have the type of problem that fits using an interpleader procedure.
If I had to guess what a Judge would do, I would say that he would determine the total number of VCA members who paid dues during 2012. Then he would see how many wish to go with the new club's region versus how many would like to stay in the new VCA region and divide the funds accordingly. For instance, assume a Region has 50 dues paying members and a bank account balance of $1000.00. 30 wish to go and 20 wish to stay. Using this type of settlement, the seceding club that has the funds would issue a check to the new VCA region that the twenty members stand up in the amount of 2/5ths of $1000.00 which is $400.00.
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doctorbob
Enthusiast
I am taking the Fifth after reading all of this. The initial assumption was there were relatively small funds but if it is large numbers, it is going to get prickly.
This should be retitled the mouse in the room in view of everything that has transpired the past 4-6 months. Rather sad really that a once mighty and proud elephant is now groping for a few peanuts among the shells after many have left the room.
If there are no legal agreements in place between National VCA and local clubs because no one heretofore anticipated what is happening then it seems to me the local chapter has complete freedom to decide what to do with the funds, if any, going forward within the applicable tax code.
If there are no legal agreements in place between National VCA and local clubs because no one heretofore anticipated what is happening then it seems to me the local chapter has complete freedom to decide what to do with the funds, if any, going forward within the applicable tax code.
I know in our region that there is no new local board willing to take over....unless it just happened today. It is like puling teethe to get people to step up to the plate, & that is in good times.
I guess it is all up to the VCA to decide how they wish to proceed, be it lawsuits or whatever. I think our region will be just fine though as I have researched the federal and Provincial laws that a non-profit is governed by.
In the end I hop everyone is treated fairly no matter which club(s) they prefer.
Paul Hawker
Enthusiast
Think the bold above just about sums the whole thing up. We are in agreement here. If respect for each others decisions is maintained, the Viper Community should be able to coexist.
I am not speaking on behalf of the VOA or the VCA, but I think it only fair (JUST MY OPINION!!) that something be worked out with the dues so that all local members be taken care of. As a non profit we are not allowed, by law, to divvy up the funds and give members a share, something that may have worked had it not been illegal.
There are several good options but I will leave that up to the boards of both clubs to decide. Of course if there isn't a legitimate group taking over the regions that have vacated the VCA, then I would feel all the money go with the VOA region.
I have no idea what the boards are thinking at this point.
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Nsane1
Enthusiast
As a dude who inherited a region in the red, that *****, but yup, it should pass to a new VCAregional board. However, that would be personally actionable. We were going to sue that outgoing group, but again, it's prickly, and the lawyers are the only ones that win.
As to "peanuts" you guys must be doing exceedingly well to call $100k+ peanuts. And everyone keeps overlooking the non-monetary aspect, I have a club with a 15 year history in TX, and that has its benefits. If we did vote to leave, they'd create a "new" VCA region here. SHould the VOA which is 3 months old get a 15 year history, when a VCA region has 3 months? It's kind of weird to me...
No, this was not asked to get people up in arms, we really want to get opinions on what to do, and charity is the only option that makes sense, but for some thats a HUGE donation, which is ok too. But doesn't answer the "legacy" question.
As to "peanuts" you guys must be doing exceedingly well to call $100k+ peanuts. And everyone keeps overlooking the non-monetary aspect, I have a club with a 15 year history in TX, and that has its benefits. If we did vote to leave, they'd create a "new" VCA region here. SHould the VOA which is 3 months old get a 15 year history, when a VCA region has 3 months? It's kind of weird to me...
No, this was not asked to get people up in arms, we really want to get opinions on what to do, and charity is the only option that makes sense, but for some thats a HUGE donation, which is ok too. But doesn't answer the "legacy" question.
Amazing. Sounded to me like people were coming together and then you pipe in. Negative comments from the board... Need I say more?
Our region has been around since 1995. many moving over to VOA with our history...
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