Facts about December 12, 2022

Following are Notes from 2022 Board Member Dr. Janice J. Terry who attended the hastily called meeting on December 12, 2022 (called in less time than required in the bylaws). As the first order of business, Dr. Mary Dengler abruptly terminated the Executive Director, Mary van Balgooy. After terminating van Balgooy, Dengler closed the meeting, effectively locking van Balgooy out of it, and then proceeded to shut down attempts for real debate or arguments against the firing. It was never clear when Dr. Ann Oberhauser dropped out of the meeting due to being on a plane. Janice Terry's Notes show that Dengler had a very precise agenda that she successfully rammed through.

Janice Terry’s Notes:

Janice Terry Notes on SWG Closed Session Board Meeting online at 7:30 pm ET on Dec. 12, 2022.

Note: Any typos and incomplete sentences are the result of quick note taking at a meeting where actions were taken at an exceedingly rapid pace.

Absent: Katie Glover;
Present: J. Terry, M. Dengler, S. Cavanaugh, L. Ingalls, B. Trummel, A. Oberhauser (on a plane and present only for first part of meeting and not the votes) ED, Mary V. B. (for first few minutes of session).

In the first 10 minutes of the meeting, Dengler tells the ED, Mary van Balgooy, that she is fired.

Dengler moves to closed session, Trummel second. (open meeting lasts less than 10 minutes)

Dengler gives statement regarding resignations from… Dengler gives her rendition of events of past six months regarding the board and that everyone had said Board needed legal advice. She sought legal counsel and spoke with Diane Seltzer as legal council based in Wash. DC. She spoke with attorney at least twice and was told SWG board has cause to terminate employment of ED, Mary V B with no severance. And that ED has no legal standing. Dengler did this on her own with no input or vote by board; She says she paid by check to the legal advice and will be reimbursed by SWG. She recommends SWG advertise for new ED. Dengler says this has been “incredibly stressful.” ED sent emails to SWG members regarding board and this is cause for dismissal [Dengler does not note that she herself sought outside advice, i.e., legal advice with no input from board].

Dengler notes that ED sent emails to members regarding board and this is also cause for dismissal. ED is bypassing the board.

Sheila C: two emails by ED grounds for dismissal; reiterates there is no severance pay but she should get severance if she signs a note to not take any legal actions vs. SWG.

Trummel: ED emails make her decide ED should go.

Dengler says that lawyer advised that poor evaluations of ED and ED emails are grounds to terminate ED from job;

JT asked what lawyer charged. Dengler reports that she paid for 1 hour at $540 per hour, she estimated that the case would by billed for 4-5 hours.

Trummel asked if ED could just resign.

Dengler responded that this has given her “a migraine.” She went on to say that the assistant Jordan is in the office and can do the job. Dengler is prepared to go to DC to get keys, passwords and secure the premises; she wants to do this by the end of this week.

Libby I. notes that SWG stagnated under present ED.

Dengler notes that lawyer said that SWG does not need cause.

Sheila C. offers to go to DC with Dengler by the end of the week.

Vote: Libby I. moves to end ED employment, second ?

Vote 4-1 in favor of termination of Mary VB as ED (Terry in opposition)

Terry attempts to stress that SWG board had now voted to terminate ED on very weak grounds with a small number of votes in what is a rump board and that a women’s organization had just voted to terminate an ED on weak grounds and at a time ED was under treatment for cancer. This was hardly the appropriate response of a women’s organization that was established to promote women and that she was ashamed of the board’s actions and asked whether no one else felt shame. Several board members said they did not know about this and when Terry attempted to note that ED had appeared in a wig at meetings and that past President Barton and JT had both noticed and that furthermore ED appeared at awards ceremony, attended by Dengler, with hair about ½ inch in length and this was clearly an indication of someone undergoing chemotherapy. At this point Terry was interrupted by Dengler who proceeded to cut in to note she (Dengler) who worked in PR, will draft a letter to members to be sent after ED’s termination; she then noted that when asked, lawyer had said health of ED was not relevant to the case. [this indicates that Dengler did in fact recognize the ED was undergoing chemotherapy.]

Dengler also said ED had submitted no work plan.

She then asked about filling vacancies on the board. Dengler notes that SWG could work with as few as three persons on the board; and that vacant officer positions can be filled by board.

Sheila C. ED said she had right to name board members; Board can do so. Dengler then noted that the ED salary was too high. And that everyone she had spoken to was “shocked” by ED salary and that there was little “self reflection” by ED in her statements. Trummel says she had more to say about evaluation and wondered about results of surveys by board.

Dengler notes that the raw data was not to be disseminated to ED; there were 30 pages in raw data and 3 pages of summary. [neither summary not data have been distributed to board at large; unclear whether Dengler had all the data and summaries at this juncture]

Dengler moves Board accept evaluations and ?? [missing info here] Sheila C. seconds, vote 4-1

Dengler wants to fill Board positions; Dengler volunteers to be President. At least until elections that would be in several months. And noted that SWG needs to have a President”

Sheila C. could be appointed by current board.

Sheila willing to be president.

Dengler then makes impassioned plea that “I have worked so hard, it is better for SWG if I remain as President.”

Sheila Oks to be on executive committee. Trummel and Siffy suggested for this committee as well.

It was noted that Carmen M. was slated to be next President; Dengler noted that the issue could be addressed at the next board meeting and then a new slate of officers would be drawn up. [likely that Carmen will not be put forward as next President]

By this time Ann Oberhauser had dropped off the meeting [I do not know exactly when this occurred]

Libby I. volunteers to be on Execute Committee.

Sheila C. volunteers to be on executive Comm. Sheila C. reiterated that ED made announcements outside her purview.

Dengler nominates Libby I as sect. Terry 2nd

Vote 5 yes

Dengler asks Sheila to be VP; she agrees.

Dengler proposes new positions of assistant secretary and also proposes new position of VP

Sheila as VP 4 yes, 1 abstain.

Dengler moves Board can send $3000 to lawyer for retainer fee. Sheila C. seconds 4 yes, 1 abstain

Dengler with authority to speak tomorrow with lawyer (Dec. 13) and notes that “this had been very hard for me.”

Sheila C. thanks Dengler for all her hard work.

Dengler says people have reached out to her.

They will give evaluation to ED at the end of the week in person in DC.

Travel to DC by Mary Dengler to be reimbursed by motion by Dengler with 2nd by Sheila C.

Yes with 4 votes

Dengler will keep the board apprised of events.

Dengler says there will be a search committee for find replacement for ED, Mary VB. Dengler prepared to be President, Sheila or Libby other possibilities but they refuse. Dengler says board should decide issue of President tonight and it should not be just an interim president but with full term. No indication of how long term would be. President elect position to be filled by Mary Dengler. With Trummel as VP.

Terry objects and is told “it meets the sunshine laws.”

Issue of when term ends; November was suggested as usual end, but Board decided when.

Meeting ends

Facts about the Current Board the Past 10 Months

What has the current board accomplished in the last 10 months, and why should we vote them out? The following items illustrate a few examples of the board's misconduct, which are symbolic of their general behavior. The board's most egregious unacceptable non-compliance of governance and financial policies, and their abusive pattern of behavior are delineated below.

• On December 12, 2022, Cavanagh and Ingalls voted to abruptly dismiss Mary van Balgooy who had served the organization as Executive Director for 9 years, undergone cancer treatments in 2022, and received a satisfactory performance rating in November. Cavanagh stated at the time that van Balgooy should not receive severance pay unless she signed a statement not to sue them. Do we want to treat our members, staff, and employees abusively or with respect? Do we want to follow normal procedures and steps for running all aspects of the SWG, or allow officers to pursue personal grievances?
• In mid-January, 2023, Cavanagh and Ingalls voted to allow then acting President Dengler to pay herself—for a volunteer position—$110 an hour.
• In February, 2023, Cavanagh, Ingalls and Morel voted to give themselves and Dengler a "company" debit card each with a limit of $10,000, paid automatically via SWG's PNC checking account. Their positions on the Board are voluntary, not paid positions. Voting for themselves to have direct and immediate access to the membership organization’s bank account by means of a debit card is extremely irregular and noncompliant, and contrary to any responsible non-profit system of checks and balances or internal controls. We believe that voting for themselves to have four debit cards with a limit of $40,000 is a clear-cut example of their consistent financial mismanagement.
• Bylaws and laws, as well as traditional SWG protocols and procedures, have routinely been ignored. A few examples include:
  • The correct 2022 tax forms have not been filed.
  • Scholarship funds were sent to the awardees instead of to their educational institution as per normal procedure. This alienates the sponsoring institutions and universities we have long partnered with, and means that Awardees may have to pay taxes on their scholarships which should have been tax free.
  • Pervasive secrecy by the board has undermined our SWG culture of engendering mutual trust and respect. Requiring members to sign Non-Disclosure Agreements (NDA's), as well as keeping the names of the nominating committee and the election process secret are anathema to the values, mission, and goals of the SWG.
  • As a membership organization, members have a legal right to inspect financial records. Member and CPA Terry Hall, Lindsey Baumann, and several other members filed the proper legal paperwork requesting to inspect SWG financial records. All were denied.
  • Dengler replaced the former SWG lawyer with Diane Seltzer. She sent numerous inappropriately and extremely threatening libelous letters to current and past SWG members, staff, and cohorts, including publicly calling a past President a fraud. Seltzer charged over $500 per hour and was paid at least $24,000 just for her first 3 months.
  • In September, Cavanagh, Ingalls and Morel gave Dengler a vote of no confidence and planned to remove her unless she resigned. Nevertheless, after Dengler resigned, instead of replacing secrecy with transparency, incompetence with competence, and self-dealing with responsible governance; they continued to ignore bylaws, enrich themselves inappropriately, operate in secrecy and with conflict of interest, and use Diane Seltzer's legal services to sanction their inappropriate behavior.

Facts about Mary van Balgooy

Terry Hall, CPA, experienced financial investigator, and SWG member, reviewed historical financial data from 2015-2022 and consulted CPA’s who reviewed and audited SWG during those years. Hall found no financial malfeasance by Mary van Balgooy. All evidence revealed van Balgooy to have been honorable, honest, and responsible in her fiscal transactions. No evidence has ever been produced to substantiate Dengler’s, Ingalls’, and others’ claims of financial misconduct by van Balgooy.

The only financial malfeasance Hall found was by Dengler submitting fraudulent invoices for her forest project at a rate of $100 an hour for $8,000 - $10,000 during 2021 and 2022. This was for Dengler’s project—not an SWG project. No one on the 2021 or 2022 boards were aware that she was submitting invoices for this project, nor was a document or contract ever signed by the appropriate officers approving payment for invoices Dengler submitted in the guise of an SWG project.

When Hall submitted a legal request to review SWG records for the end of 2021 through 2022, as was her right as an SWG member, her request was denied. On August 14, 2022, Terry Hall and Lindsey Baumann visited the SWG Headquarters, and reviewed a few documents approved by the board and the board’s lawyer, and shown to them by the SWG staff. None of the documents shared were new to Hall.

Alice LeBlanc Resignation as Assistant Treasurer from the SWG Board

May 12 2023,

Dear SWG Board members,

After thoughtful consideration, I hereby resign from my position as Assistant Treasurer on the SWG Board.

I offered my expertise in good faith to help the Board and SWG in a time of transition, but can no longer serve after receiving an offensive email from the Board President, copied to SWG's lawyer, which in my view contains false, inaccurate and defamatory statements.   

In addition, my efforts to obtain qualified, professional, outside help for SWG, some of it pro bono, have been blocked or summarily dismissed. This included help to review the membership records, collect dues more quickly in order to hold elections, organize the records and files in the HQ office, initiate a new bookkeeper, and most importantly someone to act as an Interim Executive Director to run the office, oversee the elections, provide guidance for hiring and help prepare SWG for a new Executive Director. This work is now being conducted or supervised by the Board, primarily by the Board President. None of us are professionals in running a non-profit organization or the most important job of hiring a new Executive Director to ensure SWG is run in a professional and fiscally responsible manner.

As Assistant Treasurer, it has been difficult to obtain copies of invoices paid to date by SWG which prevents me from conducting due diligence in these matters. After finally receiving a partial account of expenditures, I am concerned about the total amount of money that has been paid to SWG’s lawyer at several hundred dollars an hour and to the Board President at $110 per hour for non-Board “administrative” work. The latter represents a serious conflict of interest, and it was put in place without proper reporting requirements or accountability. It does not represent best or even normal practices.  The Board Resolution of mid-January 2023 authorizing payments to the Board President passed by only two votes, which was not a majority of the Board members at that time. I am concerned that the review of this Resolution, as stipulated in the Resolution, is almost two months past due. I can no longer serve on a Board that has not addressed this issue.

I am also concerned with the rush to post job listings for two new positions at SWG, an Office Manager and an Executive Director, between whom the duties of the Executive Director position as described in the Board manual would be divided. This is in direct conflict with the Executive Director role as outlined in the Board manual. It is my understanding that these job descriptions written by the Board President, are apparently going to be posted imminently with very little discussion and neither formal (ie Board vote) nor informal agreement at a recent Board meeting.  I think such a change to the structure of the organization as well as hiring an Executive Director at this time should not be taken without professional advice, consultation with the membership and proper vetting and discussion within the Board.

Sincerely and hoping for the best for SWG,

Alice LeBlanc