Open Letter to the Southeastern Biofeedback And Clinical Neuroscience Association Board of Directors and Members

 

Bylaws are legally binding rules that govern the Southeastern Biofeedback And Clinical Neuroscience Association (SBCNA) (Bylaws Article 1.1). Non-compliance with our Bylaws not only undermines SBCNA's goals, but can jeopardize its tax-exempt status, and ultimately threaten its existence. 

 

Hence, it is the duty of SBCNA members to ensure that our Bylaws are followed.  Therefore, as responsible SBCNA officers and members, we must alert all members to the following alleged bylaw violations and breach of fiduciary duties by 2019 SBCNA President Dr. Urszula Klich.

 

NOTE: A copy of all referenced emails and attachments are linked at the bottom.

 

 

Quorum, Proxy Voting and Phone Attendance At The 2019 Annual Board of Directors Meeting

 

The SBCNA conducted a Board of Directors (BOD) meeting on October 24, 2019 at the annual conference. A quorum was not met at that meeting and therefore no official business was allowed to be conducted per the bylaws (Article 6.4).

 

The minutes submitted for the October 24, 2019 board meeting via email on December 27, 2019 indicate those in attendance were "Urszula Klich, Robert Turner, Dan Chartier, Paul Ramirez, Morgan Stafford, Peder Fagerholm" and those absent were "Sylvia Whitmire, Carlyle Bruce, Adriana Steffens, Jack Ginsberg (vote by proxy), Susan Intemann (vote by proxy) (offered availability by phone)".

 

Paul Ramirez has confirmed that he "was no longer on the board and was present as an invited consultant", Peder Fagerholm was not a board member, and Morgan Stafford was not a board member.

 

Voting by proxy is not allowed per the bylaws which requires participation in the meeting and even if voting by proxy was allowed, Dr. Klich failed to notify all board members of that option and she further failed to notify all board members of the option to attend the meeting via phone.

 

Article 6.3 states: Regular meetings of the Board shall be held at least semi-annually, at times and places specified by the Board.

 

Article 6.4 states: A quorum at any Board meeting shall consist of one more than half of the Board membership.

 

Article 6.5 states: Members of the BOD, or any committee designated by the BOD, may participate in meetings face to face and/or by means of telephone conference or similar means of communication technology. All persons participating in such meetings shall constitute presence in person at the meeting.

 

 

Nominations Not Accepted At the Annual Member Luncheon

 

At the Member Luncheon on Saturday, October 26, 2019, announcements were made, but Dr. Klich would not accept nominations for the 2020-2021 BOD.

 

 

Officers Not Invited to Subsequent Board of Directors Meetings

 

Dr. Klich references in her letter to the membership dated May 1, 2020 that she and "the board" "have been working on being in legal compliance with our by-laws and the organization's state and federal mandated laws and regulations."

 

Dr. Klich further states "I along with other board members have been happy to see this through. We have been working on filling critical gaps in the functioning of the leadership."

 

At least two duly elected officers of the 2019 SBCNA BOD – Vice-President Sylvia Whitmire and Treasurer Dr. Adriana Steffens – were not invited to any BOD meetings held after the October 24, 2019 annual board meeting at the conference.

 

It is unclear what "critical gaps" existed in the "leadership" or what actions may have been taken by Dr. Klich (and whomever else she represents as "the board") from October 24, 2019 to May 1, 2020.

 

The only business required of the 2019 BOD after the annual conference was the completion of the nomination and voting process for the 2020-2021 BOD such that incoming BOD members could take office in January per the bylaws.

 

 

Refusal to Accept Nominations for the 2020-2021 Board of Directors

 

On December 24, 2019, Dr. Klich sent an email to the membership titled "SBCNA Board of Directors". At the bottom of that email was a call for nominations and there was not a deadline for submission of nominations.

 

On January 24, 2020, Dr. Susan Sendelbach emailed the SBCNA BOD nominating Sylvia Whitmire for President and Dr. Adriana Steffens for Treasurer. Subsequently Dr. Steffens declined to continue in the role of Treasurer. However, Sylvia Whitmire is eligible to serve as President according to the bylaws and accepted the nomination.

 

On May 1, 2020, Dr. Klich sent an email to the membership titled "RESPONSE REQUIRED- Board of Directors Election- Southeast Region Biofeedback and Clinical Neuroscience". In that email, Dr. Klich listed open BOD positions and nominees. Sylvia Whitmire was not included in the list of nominees.

 

Ms. Whitmire notified the BOD in writing of this oversight (and other issues) on the same day May 1, 2020. On May 4, 2020, Dr. Klich responded to Ms. Whitmire and stated "The Board is in receipt of your email and in the process of responding."

 

On May 6, 2020, Dr. Klich sent an email to the membership titled "CORRECTION SBCNA Election Nomination Form". Once again, Sylvia Whitmire was not included in the list of nominees.

 

Finally, on May 21, 2020, Dr. Klich sent an email to the membership titled "SBCNA Election Ballot". Sylvia Whitmire was not included as an option for President on the election ballot.

 

Dr. Klich has not provided any explanation as to why she refuses to accept Ms. Whitmire's nomination for President.

 

In fact, we are not certain how the current slate of nominees was created or who generated it because it is NOT reflective of membership's suggestions.

 

Article 10.1 states: Nominations can occur by recommendation or self-nomination. 

 

Article 10.3 states: The election ballot shall be presented to the General membership and put to a vote.  The incoming officers will take office in January.

 

 

Lack of Transparency in the BOD Nomination and Voting

 

In prior years, the SBCNA has instructed the membership to send nominations and votes to two board members. Each board member tallied the results independently and compared them to insure a fair and open election.


For example, during the last election, nominations and votes were sent to President Dr. Ramirez and Treasurer Dr. Adriana Steffens.

 

Dr. Klich has instructed the membership to send nominations and votes to herself and Dr. Carlyle Bruce.


As far as we are aware, Dr. Bruce has not participated in any BOD meeting or SBCNA event in several years and we have no reason to believe that will change now leaving Dr. Klich as the sole recipient of nominations and votes.

 

Further, in her May 1, 2020, May 6, 2020, and May 21, 2020 emails to the membership, Dr. Klich listed Dr. Bruce's email address incorrectly as Cbruce@mindspring.com. Dr. Bruce's correct email address is cabruce@mindspring.com. Again making Dr. Klich the sole recipient of nominations and votes.

 

In her May 6, 2020 reply to Ms. Whitmire, Dr. Klich indicated she would continue with her choice of Dr. Bruce as the second recipient of nominations and votes.

 

As we conduct new elections, nominations and votes will be sent to all duly elected 2019 BOD members for full transparency.

 

 

Open Board Positions

 

On May 1, 2020, Dr. Klich sent an email to the membership titled "RESPONSE REQUIRED- Board of Directors Election- Southeast Region Biofeedback and Clinical Neuroscience". That email indicated the only open positions were "At-Large Board Member, Treasurer and Vice President".

 

Per the bylaws, upon the expiration of a board member's two year term, the board position is open for nomination and election. In this case, all positions including President, Vice-President, Treasurer, Secretary and (4) At-Large Board Members are open for nomination and election.

 

In addition, the May 1, 2020 email indicated that student member Morgan Stafford would be "tasked with secretarial responsibilities" for the BOD.

 

Per the bylaws, a student member may not hold a position on the BOD.

 

Article 4.1.2 states: Student members have all rights and privileges except to vote and hold office.

 

On May 6, 2020, Dr. Klich sent an email to the membership titled "CORRECTION SBCNA Election Nomination Form". In this email, Dr. Klich corrected most of the open positions and removed the information about a student member being the BOD secretary.

 

However, the letter listed 3 rather than 4 open at-large board member positions as well as special dispensation for Dr. Dan Chartier. In the SBCNA By-Laws the term limits of three consecutive two-year terms applies specifically to the four offices of the board and do not apply to board members at large. Therefore, Dr. Chartier should not require any special dispensation and all at-large board member positions should be open for nomination.

 

Article 6.1 states: The BOD shall be the governing body of this Society, consisting of the Officers of the Society and no more than four Board members at large.

 

Article 6.2 states: The members at large of the BOD and Board Officers shall be elected by the membership. The terms of the offices for the Board shall be for two years with no more than 3 consecutive terms. By quorum vote, the BOD may fill vacancies in its membership between annual sessions.

 

 

Overlapping Nomination and Election Periods

 

On May 1, 2020, Dr. Klich sent an email to the membership titled "RESPONSE REQUIRED- Board of Directors Election- Southeast Region Biofeedback and Clinical Neuroscience". The email contained both a call for nominations AND an election ballot.

 

Ms. Whitmire notified the BOD in writing of this issue on May 1, 2020.

 

On May 6, 2020, Dr. Klich sent an email to the membership titled "CORRECTION SBCNA Election Nomination Form" removing the election ballot and indicating a nomination deadline of "Friday, May 22, 2020, 5pm EST."

 

On May 21, 2020, Dr. Klich sent an email to the membership titled "SBCNA Election Ballot". An incorrect election ballot was sent more than a day before the nomination deadline contained in the May 6, 2020 email.

 

 

Actions to Take

 

Based on President Dr. Klich's continued disregard to uphold the SBCNA Bylaws, we believe her leadership is disabled.

 

Article 7.3 states:  The Vice President must act in the President's absence or disability – And Article 6.7 states: The Board shall have the authority to take such actions as are necessary for the conduct of the Society's affairs in accordance with these Bylaws. We believe it is the role and responsibility of the Vice President to intervene.

 

Therefore, from hence forward, to ensure transparency, adherence to Bylaws, and open communication for all members, Vice President Sylvia Whitmire will be conducting SBCNA elections according to the Bylaws.

 

If any member wishes to nominate themselves or another SBCNA member for any position (President, Vice-President, Treasurer, Secretary or Board Member at Large), complete nomination form below and email the form to board@sebiofeedback.org. Your nominations will be forwarded to all duly elected 2019 SBCNA board members to insure full transparency.

 

SBCNA BOD Nomination Form (WORD)

 

The new deadline for submitting nominations for the 2020-2021 BOD is Monday June 1, 2020 at 5pm Eastern. When the nomination period ends, we will create a legitimate election ballot and present it to the membership for a vote.

 

We look forward to working together to get SBCNA back in alignment with its Bylaws for the benefit of all members. Thank you for your time and continued support.

 

If you have any questions, please email Sylvia Whitmire at sylvia@brainrehabspecialist.com or call her at (704) 224-6069.

 

Warm regards,

 

Sylvia Whitmire, MA, LPC, 2019 SBCNA Vice-President

Adriana Steffens, Ph.D, 2019 SBCNA Treasurer

Joann Blumenthal, MA

Ruth Ann Foster, RN, Sc.D.

Sara Kunkle, MA

 

 

REFERENCES

2013 SBCNA Bylaws (PDF)

October 24, 2019 BOD Meeting Minutes (PDF)

December 24, 2019 Email to Members "SBCNA Board of Directors" (PDF)

January 24, 2020 Dr. Sendelbach Nomination Email to BOD (PDF)

May 1, 2020 Email to Members "RESPONSE REQUIRED- Board of Directors Election- Southeast Region Biofeedback and Clinical Neuroscience" (PDF)

May 1, 2020 Email Attachment "SBCNA 2020 Election Letter" (PDF)

May 1, 2020 Email Attachment "SBCNA Election Ballot" (PDF)

May 4, 2020 Dr. Klich Email Reply (PDF)

May 6, 2020 Dr. Klich Email Reply (PDF)

May 6, 2020 Email to Members "CORRECTION SBCNA Election Nomination Form" (PDF)

May 6, 2020 Email Link "SBCNA 2020 Nomination Letter" (PDF)

May 21, 2020 Email to Members "SBCNA Election Ballot" (PDF)

May 21, 2020 Email Link "SBCNA 2020 Final Nominations" (PDF)

May 21, 2020 Email Link "SBCNA Election Ballot 5.20.2020" (PDF)