Coming Clean

Petitions and Lawsuits: What recourse does the WPRA membership at large have against the WPRA Board?

Part II — Abiding By The Membership

One of the greatest concerns of Becky Nix (Great Lakes), Kim Thomas (Prairie), Jolee Jordan (Roping) — three of the four WPRA Directors who resigned was the failure of the Board to abide by the membership’s wishes.*

When membership tried to follow the Rule Book through petitions — regarding Directors or requesting a repeal of Board actions — they were met with extreme resistance.

The Board’s refusal to take up the Petition by the membership to return the presidential vote and bylaws led to a lengthy and expensive court case. Members were required to pay out of pocket in money and time to correct their Board’s action. In turn, their Board used membership funds held by the Association to oppose them.

Why?

In the spring of 2018, the WPRA Board voted to change the WPRA Bylaws to appoint a Chief Executive Officer (CEO) rather than elect a president. This came as a surprise to most members as the Board had not advised the membership on what it was planning to do.

When the Board ignored memberships’ questions and requests that the bylaws and office of elected president be restored, former WPRA President Jymmy Kay Cox ran for the vice-president on the platform of restoring the presidency and bylaws. She won.

Cox immediately began asking questions on behalf of the membership.

“When I joined the Board in the spring of 2019, the Board got really upset with me because I told them that I had been elected to change the bylaws back and to increase the transparency with the membership,” said Cox. “Everything we did, I blasted on Facebook. They would reprimand me for it and I would say I represent the membership, not the Board, and the membership has the right to know.”

After the spring board meeting, Cox summarized the meeting and again shared it with members.

“I told them we needed to put out a letter to the membership about what happened,” she said. “I waited and waited. Finally, I put my own synopsis on Facebook. When I did, they started getting feedback on how unhappy the membership was with the Bylaw change.”

“Also, after the General Membership meeting in Guymon, my phone started blowing up because Doreen (Wintermute, then-CEO) had announced that we might retroactively change the ProRodeo Tour point system. I immediately posted that the Board of Directors had not even discussed this!” Cox added, noting that a later membership poll on the topic, voted against changing the point system, but the Board passed it anyway.

A Major Rule Violation was filed against Cox. After receiving Cox’s written response and supporting documentation, the Board declined to have a hearing on the Major. Instead, without any prior notice, the topic of removing Cox from the Board was put on the table at the very end of a Board meeting. Then-CEO Wintermute invited each director to share “how she felt” about Cox. After a highly controversial vote, which attorney Kappy Allen says the Bylaws do not allow, Cox was advised she had been removed from the Board.

The Petitions Roll In

In the meantime, Great Lakes members were petitioning to remove their director for a variety of misconduct, including misappropriation of circuit funds.

“We were able to get bank statements and see that she was writing checks to herself,” said Nix. “We asked the WPRA to audit her accounts and they wouldn’t. We filed a petition to have her removed. We had 78 signatures out of 96 cardholders.”

When the Board failed to act, Nix asked former WPRA World Champion and attorney Kappy Allen for help.

According to Allen, “The Great Lakes members had uncovered instances of serious breaches of duty by their circuit director. We then learned that the executive officers and several board members were award of it but refused to take any steps to protect the membership.”

On behalf of the Great Lakes members, Allen demanded that the circuit director resign or that the board remove her for cause. The Board did ask the Great Lakes Director to resign and she was replaced by Nix.

Thomas, who also ran on the premises of returning the presidency and bylaws, joined the Board after Nix.

“The only reason I ran was to get the vote back,” said Thomas. “I had several Gold Card members ask me.”

Thomas immediately started asking questions regarding the lawsuit hoping to take information back to her membership and work toward a resolution.

“If I tried to bring it up or talk about it, Heidi (Schmidt, the Vice President) would talk over the top of me so no one could hear what I was saying,” said Thomas. “At one point, I kept talking about it on another call and Doreen (Wintermute, the Chief Executive Officer at the time) adjourned the call right in the middle of me talking! Is that not a big red flag, if you can’t even discuss it?”

Excluded from her elected position on the Board, Cox organized a petition for the membership. On Change.org, it read: “The undersigned, constituting WPRA members holding at least 10 percent of all votes entitled to be cast on any issue proposed to be considered at the meeting, hereby demand that a special meeting of members be called for the purpose of voting on amendments to bylaws that would repeal the changes made in connection with the creation of the appointed CEO position and would reinstate the office of elected WPRA President and otherwise restore the bylaws as the existing prior to that change, effective immediately.”

Within a short time, there were nearly 700 signatures on the petition. Change.org is an open signature forum, however, and some of the signatures were non-members and men. Cox removed those signatures and the petition still had enough member signatures to meet the statutory 10 percent requirement. As Cox noted, the Board later changed the bylaws (Rule 1.2.2) to more than triple the signature requirement; the bylaws now require a petition signed by 1/3 or the “active members then in good standing.”

When the Board refused take up the membership’s petition as advised by the WPRA’s attorney Dana Eismeier, Cox filed a lawsuit. She chose to file against each individual director who had participated. For strategic legal reasons, the lawsuit also included claims arising from the vote to remove her from the Board and other Board actions.

“People thought I was awful for that,” said Cox. “The reason we did it is so they would quit using membership money to prolong the dispute. We knew they would prolong it if they didn’t have to pay for it. So, we sued them individually, knowing they’d be more eager to resolve the lawsuit if they were spending their own money to defend and might be held personally liable.”

The judge later rule that an individual member could not pursue claims directly against directors and officers and entered an order dismissing those claims. Cox could have organized a group of members to appear in the lawsuit to assert those claims, but rather than ramp up the dispute, she focused her efforts on try to resolve it through a settlement that would restore the Bylaws and the office of elected president.

The sad irony is the membership was paying for two sides of a lawsuit. The members were petitioning for their vote and bylaw back yet their membership money was being used by the Board to pay the attorneys to fight it.

“Members were donating money to that lawsuit,” said Cox. “Kappy (Allen) was donating her time. I was paying the rest. All the while the Board and WPRA attorneys were using membership money. They were fighting us with our own money!

“We had members signing petitions, sending emails and calling the Board. They were pretty much ignored.”

In The Dark

While mediation on the Cox lawsuit was ongoing, many members of the Board were kept in the dark. They didn’t find out until 2022 that Cox made a settlement offer on December 2, 2019, that would have ended the lawsuit. She offered to drop the lawsuit if the Board simply returned the members’ vote and reinstated the Bylaws. Cox even agreed to not run for office for a specified amount of time and that she would be responsible for her own legal fees.

“It was never brought back for a vote,” said Nix. “We could have reached the same resolution that we did, but two years earlier, for approximately $200,000 less, not to mention the money we would have saved on Doreen’s salary.”

During this time too, a number of prominent WPRA members, including World Champions and multiple NFR Qualifiers, who had signed the petition took their own steps to encourage the Board to restore they Bylaws and the members’ vote without further litigation. They sent videos expressing their views. These were shared with the Board’s litigation representatives, but the other directors apparently never saw them.

Cox even told the Judge at one point if the WPRA would just poll their membership and ask if they wanted their vote back; if they didn’t want their vote back, she’d drop the case. Yet, the Board once again delayed the process.

Lip Service

Jordan said no matter what they tried to do to foster a faster, cheaper resolution was met with resistance.

“We pushed hard on the member petition to reinstate the elected Presidency with huge pushback,” Jordan said. “The call referenced where Doreen hung up with Kim talking was when we were pushing on that issue.

“After that, the Business Committee of four (and Janet Cropper, the then COO/Executive Secretary) spent months talking with two different firms to conduct our own survey of the members. Becky and I tried to push the group to make a choice and move forward. After all that resistance, they come back in August 2020 and say the BC is recommending we end the “pilot program” of the CEO position and return to the elected President. I was driving and had to pull over, thinking, am I hearing what I think I’m hearing? It’s like living in an alternative universe sometimes when they flip the switch like that, you kind of almost wonder if you’re losing your mind.”

Nix, Thomas and Cox all pointed out the coincidence that the lawsuit was not settled until the end of both the CEO and COO contracts in 2021.

After the board’s litigiation representatives turned down Cox’s December 2 offer, she moved forward in court with her request for a membership meeting and member vote on restoring the Bylaws. Unbeknownst to Nix, Jordan and Thomas, it became apparent that the petition was valid and could no longer be ignored.

A member vote was imminent and that’s what prompted the BC’s abrupt “flip.” The only hope for avoiding a member meeting ws to make it appear that the Board had already taken care of the issue. To that end, the BC put forth a motion to return the members’ vote. The Board, however, did not vote to restore the bylaws, which required them to conduct a member vote for president and to install the members’ choice as head of the Association.

“When we were taking the vote on the motion for ending the ‘pilot program,’ I specifically asked, ‘Are we voting to reinstate the former bylaws?’ They said, ‘No.’ I specifically asked that. They said, ‘No. We’re voting to move back to an elected presidency,” noted Jordan.

“They start putting information out to the members that we reinstated the presidency and the bylaws. I kept saying that’s not what our motion was because I specifically asked. Of course, we don’t have minutes. When the decision came out there was a thread on Facebook and I said, ‘No. We didn’t not vote to reinstate the bylaws.’ We’ve just agreed in theory that we’re going to do return the vote for President, but we don’t have anything concrete.”

At that point, the lawsuit had come down to the whether the Board had actually restored the former Bylaws. The WPRA lawyers assured the court that the Bylaws had been restored, therefore a membership meeting was no longer necessary.

Cox and Allen requested a copy of the amended Bylaws and the meeting minutes reflecting the Board’s approval. When they received nothing, they began to suspect that the attorneys were misrepresenting to the court that the Board had restored the Bylaws. To get the truth, they scheduled the deposition of Jordan. They felt confident that Jordan could, and would, provide honest and accurate account of what the Board had, and had not, done. Her testimony would enable the court to determine whether the WPRA attorneys had mispresented the Board’s action, and if so, to order a membership meeting.

At that point, it abruptly announced to the Directors that the case should be settled.

This is all contrary to the information put forth by the WPRA Board on February 18, 2021, where they stated that Cox was continuing to sue to regain her position as elected vice president.

Delay Tactics Continue

Whenever a little headway was made on getting the membership’s voices heard, to put that into concrete action, it always seemed to require one more Board vote than could be obtained. This was the case with the petition regarding Texas Circuit Director Lois Ferguson.

The petition asked that Ferguson be removed by the Board or that a meeting of the Texas Circuit membership be called for the purpose of considering whether to remove her and conducting a vote on the matter.

At the heart of the petition was the contention that Ferguson, by virtue of her position on the Board and on the competition committee, which determines limited entry qualifications, had gained insider knowledge and influence that she was using to give herself a more favorable competition position in violation of the Rule Book. The petition also stated that Ferguson had breached her fiduciary duty by secretly approving the abolition of the members’ right to elect their president and the bylaw change that established an appointed CEO position.

“The petition was granted,” said Nix. “One of the ‘group’ voted first. I’m sure her phone blew up after she voted yes. Colorado law states if we have the signatures, we have to have a meeting, but WPRA Counsel Dana Eismeier comes back with some technicalities and we’re voting again. No surprise, the vote changes.”

Jordan concurred, “The Board did vote, a very close vote, to grant what the members were asking — for a meeting. Our attorney was just pointing out every instance where a technicality would protect the Association from having to comply with what the members were requesting. The vote failed the second time and it was obvious that some directors had been persuaded to change their votes.”

It was yet another instance where the membership had their own legal counsel deny them their voice.

“We were trying to follow the Colorado statute and honor the request of our members to simply be heard and to make decisions for themselves about matters of importance to them,” said Jordan. “The petition was to grant the meeting, not to vote Lois off, but the Board discussions too often focused on the latter. It was even said several times, if Lois has as much support as she claims, and this is just a small band of ‘rabble rousers’ then the vote at the meeting should be to retain her as director.”

It’s important to note that since the time this petition was filed, the Board amended the Rule Book to make it significantly more difficult to remove a director. In addition to tripling the signature requirement, the Bylaw now provide that the members can only remove a director for cause. The Board also amended other rules to make it more difficult for members to require that the Board call a membership meeting for themselves. All this involved legal counsel paid exclusively with membership funds.

For The Board or For The Membership?

What the four directors also want to know is does legal counsel serve the Board or the WPRA membership that the Board is supposed to represent. At present it’s not very clear and it’s leaving membership with very little recourse.

Added Jordan, “The intent is for members to have some recourse when the Board’s not doing things the way they wish.”

Most of the amendments to the Rule Book in recent years have been for the purpose of making more difficult, or even impossible, for the membership to know what their representatives on the Board are doing and to hold them accountable for their actions. Documentation showing the comparison was prepared by Kathie Troudt Riley, P.C.*

The Rule Book has even been amended the members access to Board meetings that were once open to members.

Quipped Nix, “We even had to take a vote whether or not we could let our members know how we voted.”

To Be Continued with Part III — Inequitable Practices

Author’s Note: Kathi Myers only served the First Frontier Circuit at the 2022 Spring Board Meeting before resigning. All of the circumstances outlined above occurred prior to her appointment to the Board.