Arbitrator ruling favors new panel for Fort Knox Decision centers on wrongful use of proxy votes at Friends meeting

BANGOR – The yearlong battle over control of the Friends of Fort Knox finally may have ended.

An arbitrator on Tuesday ruled that a vote at a special meeting last November was not held according to the organization’s bylaws. That decision will result in the removal of most of the group’s board of directors, replacing them with a new board.

The key issue in the dispute between the existing board and a group of Friends members was whether the board had violated the organization’s bylaws by allowing proxy or absentee votes in an election at the special meeting that had been called by a petition submitted by members.

Although Bangor attorney Carl F. Rella, who served as the arbitrator in the dispute, acknowledged that there was some ambiguity between the bylaws and the articles of incorporation for the group, he ruled that the bylaws do prohibit the use of proxy ballots and limit voting rights to members who personally attend annual meetings.

“Accordingly, only those members who personally attended the Nov. 15, 2005, special meeting were entitled to vote to remove directors,” Rella wrote in his decision. “It is my decision therefore that the results of the Nov. 15 special election are determined solely by reference to the votes cast by members who personally attended the special meeting and that all proxy ballots are to be disregarded.”

The Friends group is a volunteer organization dedicated to the preservation and enhancement of the Fort Knox Historic Site in Prospect. The dispute among members began in August 2005 when the organization’s executive director Leon Seymour, was forced to resign. Seymour supporters sought the special meeting in an effort to recall board members who had favored Seymour’s removal and to replace them with Seymour supporters.

With all the proxy votes included in the tally, the vote overwhelmingly favored the incumbent board members. With the proxy votes removed, however, the results were very different, giving the dissident members the victory by a two-to-one margin.

Based on that tally, Rella also ruled that board members Bonnie Brooks, Joe Brooks, Millard Clement, Don Houghton, John Hyk and Randall Poulton were removed as directors and replaced by Donald Metthe, Michael Celli, Kathy Williamson and Leslie Wombacher.

Since many members of the old board were removed by that vote and had no “governing authority,” Rella ruled that the annual meeting the old board called for March 18, 2006, was null and void and any actions taken at that time also were null and void.

Rella also ruled that the annual meeting called by the newly elected board in February did constitute a legal annual meeting. At that meeting, a new director, Eileen Ormsby, was elected.

“This has been a long struggle, and we’re very happy with the results,” said Bangor attorney A.J. Grief who has represented the group of Friends members and new board member Michael Celli, who initially had brought the suit challenging the results of the November vote.

“The decision essentially is that this is an organization of laws, not of men,” Grief said Tuesday. “Words have meaning. ‘Present’ means something.”

Grief echoed Rella’s ruling, noting that for the past 10 years of its existence the organization had not relied on proxy votes and that members had to be present at the annual meeting to vote.

He stressed that the decision was the result of binding arbitration.

“There is no appeal,” he said. “There can be no attempt to get the Supreme Court to study any part of it.”

Former board President John Hyk was disappointed with the decision, but said the former board members would abide by it.

“We tried to do everything right,” Hyk said in a printed statement released Tuesday. “We engaged legal counsel and followed their advice scrupulously. We gave every member of the Friends the opportunity to vote. We won the vote by a two-to-one majority, and yet we have lost for procedural reasons. It’s bitterly disappointing, but we agreed in advance to accept the arbitrator’s ruling and we will do so.”

Hyk said the suit and the decision were about “process” and not about the substance of the dispute between the two parties, which was whether Seymour should be reinstated as executive director.

“This is a sad occasion for all of us who have worked so hard for the fort for so many years,” he said. “We restored the roof, saved the fort, renovated the visitor center and turned a committee into a real organization. It has been a privilege to help save and enhance this special place in our history, and we will always wish it well.”

Once Rella’s judgment is confirmed by the court, which Grief said could happen as early as Tuesday, the old board will have up to seven days in which to turn over control of the organization to the new board. Although the issue of Seymour’s position was not part of the arbitrator’s decision, Grief said he anticipated the new board will reinstate him as executive director.

The new directors were scheduled to meet Tuesday night for an organizational meeting and will hold a press conference at noon on Wednesday at the fort.