If a nonprofit’s board is not composed in accordance with its bylaws, are the decisions of that board legitimate? If the board, illegally constituted, is tasked with the financial affairs of the nonprofit, and the nonprofit receives taxpayer funds, what recourse does the public have? Well, I’m not an attorney and I don’t have answers yet. But I do have a hell of a story for you.
When last we spoke about the Texas State Historical Association, I showed you Chief Historian Walter Buenger’s wild opinions about the Alamo and white supremacy. I told you about the plans laid out in the 1990s to create grievance studies departments, and how those plans were carried out, with the help of the TSHA.
Dr. Buenger continues to linger at TSHA, announcing his retirement at last year’s annual meeting. He’s midway through a two-year-long farewell tour. The mechanism to replace him comes from an academic affiliation agreement with U.T. Austin that isn’t mentioned anywhere in TSHA”s bylaws. But we’re not here to discuss Buenger again. We are here to talk about bylaws. The very existence of the TSHA as a nonprofit organization is in question…or at least it should be.
TSHA has governing bylaws, as any nonprofit must. But the academic cadre of board members at TSHA have decided in the last couple of years that the bylaws needn’t apply to them. They demonstrated this last week in the most blatant and hypocritical way you can imagine. They put on quite a show.
The TSHA Board of Directors is composed of twenty people. Ten of them should be academic historians and the other ten should not be. The bylaws state that the board should be “balanced substantially” between the two groups and that “limited flexibility must be exercised when unusual circumstances dictate.”
Until two years ago, that balance was there. But as of this writing, the board numbers twelve academics and eight non-academics.
How’d they do that? By nominating academics for vacant non-academic board slots!
They did it again last week. There were no “unusual circumstances” to dictate adding to the imbalance, either.
On March 3, at TSHA’s annual business meeting, Executive Director J.P. Bryan pointed out the trending imbalance and noted that an academic historian was up for a vote for a non-academic board seat. Selecting that nominee would put the board deeper in conflict with the bylaws, Bryan said. He then proposed taking floor nominations for an actual non-academic board member.
The gentleman who was nominated from the floor was immensely qualified – formerly of the Texas Supreme Court and the Texas Historical Commission. While the TSHA would be fortunate to have either candidate on the board, the choice was obvious: the non-academic gent for the non-academic slot.
But that ain’t what happened.
There was consternation in the room. The incoming president objected to the nomination, saying this wasn’t the time or the place for floor nominations, that they already had a nominee. Per Article VII, Section 7.1(b) in their governing documents, this was the only time and place to elect board members and Mr. Bryan politely informed the president of that fact.
There were other objections raised by the professors, in hopes of staving off a non-academic board member. They attempted to claim that the original nominee isn’t actually an academic at all. About the floor nominee, they demanded, “What is his history with the TSHA?” and “Is he even a member?”
Mr. Bryan presented the relevant bylaws, which include clear definitions of each group, in Article XII. He pointed out that the original nominee was, indeed, an academic, according to those definitions. He even presented an opinion from legal counsel indicating that the decisions of a board in dissonance with their bylaws may not be valid.
Of the nomination from the floor, he said, “I believe he’s a member and has agreed to serve if elected.”
From the back of the room: “You BELIEVE he’s a member?! You don’t even know?” The academics were aghast. There was pacing. Sighing. Sweating. Grimacing. So much grimacing. Oh, the humanity!
Now is probably a good time to point out that anyone with a smartphone can become a member in under five minutes and one needn’t be a member to serve on the board, per the bylaws.
Watching the academic discomfort rise at the prospect of a layman filling the board seat and having a vote was, I admit, entertaining. The tension was palpable. Distress and indignation all around. Who can blame them? They’ve had a majority on the board since 2021 and they like it. They achieved institutional capture at TSHA and don’t want to let go at any cost – not even at the cost of their vacuous virtue signals.
Remember, these are the people who publish diversity statements and land acknowledgements.These are the folks who tell us all bad things must be attributed to white supremacy and systemic racism. That’s this crowd.
So it’s pretty damn ironic that the nominee they were huffing and puffing and pacing over is a black man. The first black Chief Justice of the Texas Supreme Court, as a matter of fact.
A living, breathing symbol of what diversity and achievement look like in the real world.
And their reaction was proof that “diversity” in their realm means, “everyone must look different, but must think the same.”
When it came time to vote, they voted for the white academic. I kid you not. After being shown that such a vote flouted their bylaws, with the knowledge that they could have a supremely qualified black board member to bring them more in line with their bylaws, aware that an illegally composed board could render their decisions void…they still voted for the white academic to preserve their dominance on the board.
Last year the balance was eleven academics/nine non-academics. Now it’s a 12/8 split. So much for being “balanced substantially.”
As the meeting adjourned, one professor yelled at Mr. Bryan, “Next time you nominate someone, at least make sure they’re a member!” Mr. Bryan politely said from the lectern that he couldn’t quite hear the shouting academic. So the professor stood up and bellowed his message louder.
That professor was Dr. Jeffrey Littlejohn of Sam Houston State University. Jeffrey writes about segregation, slavery, Black Lives Matter, lynchings, systemic racism, and the like. He has been the co-chair of Sam’s Diversity Committee since 2016.
And yet, there he was, shouting down the Executive Director of the TSHA for accepting an excellent African-American nominee for a board position.
Speaking truth to power against the selection of a man who, under more convenient circumstances, Dr. Littlejohn would claim was marginalized. Sometimes the stories just write themselves, folks.
It’s all fun and games until we remember that the TSHA Board of Directors bears fiduciary responsibility for the organization…and that the Texas legislature gives TSHA half a million dollars every session to publish an almanac.
When this appropriation was originally made in 2015, the board was legally constituted per its bylaws.
But that taxpayer money is now the responsibility of a board that may not even have proper authority to buy toilet paper for the office bathroom.
And, just like that, this becomes an issue that should concern every Texan. Because it’s not just the large and small donors who have trusted TSHA with accurately portraying our history. It is also some of your money they want to manage, but they can’t even manage themselves.
So I’ll ask my questions again: If a nonprofit’s board is not composed in accordance with its bylaws, are the decisions of that board legitimate? If the board, illegally constituted, is tasked with the financial affairs of the nonprofit, and the nonprofit receives taxpayer funds, what recourse does the public have?
Texas State Historical Associationtxlege Michelle M Haas Chairman, Texas History Trust. Lead designer, managing editor and researcher at Copano Bay Press. Native of the Texas Coastal Plains. Comments (16) Newest First...
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