The start of the Boone County Historical Society (BCHS) annual meeting briefly descended into screaming and shouting Thursday night when a challenge to the meeting’s legality was ruled out of order.
Michael Mahoney and Ryan Mahoney, attorneys with the Jordan Mahoney law firm in Boone, tried to register their objections to the meeting, claiming the BCHS Board of Directors violated Iowa law when they did not give adequate notice of the meeting to members.
“The notice that they sent out was defective,” Ryan Mahoney said after he was ejected from the meeting. “If they’re going to amend the bylaws, they have to send a copy of the bylaws in writing to every member. But they didn’t do that. So when you show up to the annual meeting, you have to raise the objection and say, ‘I object to the annual meeting because the notice is defective, and here is why I would do that.’ But we weren’t allowed to be able to make that objection because they just ignored us.”
No one could ignore the shouts from the restive members, however, including one woman who bellowed in a great basso profundo, “The meeting is illegal, Mara, and you know it.”
Mara MacKay, executive director of the BCHS, addressed the overflow crowd of about 100 with a bullhorn. When Michael Mahoney tried to state his objections, MacKay ruled him out of order and asked the sergeant at arms to remove Mahoney from the meeting.
At this, a portion of the crowd erupted in protest. When MacKay repeated that Mahoney’s remarks were out of order, the great-voiced woman in the crowd shouted, “You’re out of order. You’ve been out of order since last summer.”
Ryan Mahoney then attempted to raise the same objections and was also ejected from the meeting. Speaking afterward in the calmer atmosphere of the Boone Valley Brewery, the Mahoneys explained the substance of their objections and the need to raise them at the start of proceedings.
“It says right in the Code of Iowa that unless you do it at the beginning of the meeting, it’s waived,” Michael Mahoney said.
“At an annual meeting of the members, you have to raise an objection to the issues that you object to,” Ryan Mahoney said. “Otherwise, the issues are waived.”
Along with the defective notice, they claimed the BCHS Board also recently made illegal appointments of directors and refused to distribute the membership list to members.
“They just aren’t following the law,” Michael Mahoney said.
“Because they’re not complying with Iowa law, then the directors have breached their fiduciary duty to the corporation,” Ryan Mahoney said. “The other issue is the members have the right to elect the directors. Because they’re not really complying with that at prior meetings, it raises the question as to the validity of all the actions they took for over a year because there’s no valid directors.”
The BCHS Board of Directors is composed of President Janet Tait, Vice President Jody Fox, Secretary Pat Hahn, Treasurer Donna Cottington and Directors Becca Miller, Ed Mondt, Tom Sandve and Karen Dannen. Nathan Lake and Robin Crouch were standing for two seats on the board in Thursday night’s election.
The elephant in the room of the Boone History Center was the fate of the Mamie Doud Eisenhower Birthplace Museum, but the Mahoneys said the issue at stake was not Mamie but the legality of the BCHS’s proceedings at the annual meeting.
“We care about the historical society in general,” Michael Mahoney said. “This isn’t a Mamie thing. But as you could see tonight, when we tried to object to it, that didn’t work very well.”
“I know the issue with Mamie has sort of taken over everything,” Ryan Mahoney said, “but this is more than that. This is actually — to be a valid non-profit corporation in Iowa, you have to comply with these laws.”
The BCHS’s attorney was absent from the meeting and so unable to reply to the Mahoneys’ claims. Following the commotion at the start, the annual meeting proceeded and the board conducted its business, including amending the non-profit corporation’s bylaws and electing new directors to the board.