Subject: Important Update on CTCI Governance
Dear Members,
The Board would like to provide a clear explanation of recent events involving a small group of former members who have continued to make claims about CTCI and its leadership.
Several years ago, CTCI adopted OP&P section 2.6.7 to discourage conduct that could harm the organization or disrupt its operations. This provision has been part of CTCI’s governance structure for many years and applies equally to all members. It was created to prevent exactly the kind of disruption the club has experienced over the past year and a half.
Earlier this year, these individuals stopped participating in Board meetings and took actions that violated CTCI’s Operating Policies & Procedures (OP&P). Under those rules, certain actions result in immediate and automatic termination of membership. This is not a Board vote or a disciplinary action; it is simply how the rules work for every member.
In sworn court filings, these former members acknowledged that they had agreed in advance not to attend the properly noticed January 5 Board meeting. Their stated purpose was to deprive the meeting of a quorum and prevent the Board from conducting business. This coordinated refusal to attend triggered OP&P §2.6.7 automatically. Under provisions in that section, a director who “Intentionally disrupts a duly called official meeting” and/or “Who works actively against board actions in a way to distract the Board from operating and maintaining the organization per the charge contained in Article V of the By-Laws” automatically terminates their membership.
As a result, their memberships ended as the January 5 meeting began and they were not present when the roll was taken. The January 5 meeting was therefore attended by all then‑active directors, and a quorum existed under the bylaws. The Board’s actions at that meeting were valid and binding.
Once their actions were verified, the Board is required by the Bylaws to recognize the automatic termination of their membership rights. Because membership is required to serve on the Board, their Board positions ended at the same time. No vote was taken to remove them; the rules themselves dictated the outcome.
Once their actions were verified, the Board is required by the Bylaws to recognize the automatic termination of their membership rights. Because membership is required to serve on the Board, their Board positions ended at the same time. No vote was taken to remove them; the rules themselves dictated the outcome.
OP&P §2.6.7 also provides that a member has the right to a fair disciplinary procedure or hearing before the Board of Directors before being suspended or expelled. To ensure full compliance with this requirement, the Board placed “Governance Matters” on the agenda for the January 16 meeting and provided notice to all individuals involved. The former members were given the opportunity to attend, speak, and present any information they wished.
Instead, they again chose not to attend. By declining to participate, they waived their opportunity to be heard.
At the January 16 meeting, the Board formally recognized and recorded the automatic terminations that had already occurred and notified the former members/directors of their status. This administrative step ensured that CTCI’s records accurately reflected who was, and was not, authorized to conduct the business of the corporation.
It is also important to note that two of the former members served on the OP&P/Bylaws Committee last year. Their assignment was to review the rules and recommend any changes needed for the smooth operation of the club. They did not write the rules, but they were responsible for reviewing them. Despite that responsibility, they never raised any concerns about the automatic‑termination provisions or the quorum definitions they now challenge. These rules were in place long before the current Board took office.
Once their actions were verified, the Board is required by the Bylaws to recognize the automatic termination of their membership rights. Because membership is required to serve on the Board, their Board positions ended at the same time. No vote was taken to remove them; the rules themselves dictated the outcome.
Despite their automatic termination under OP&P §2.6.7, these former members have continued to present themselves as if they still hold authority within CTCI. They do not. Their memberships ended under the very rules they were responsible for reviewing, and they no longer have any role in the governance of the organization.
This past week, CTCI filed its formal response in federal court. In that filing, the Board made the following points clear:
- The former members were not members or directors at the time they filed their claims.
- The January 5 Board meeting was properly called and conducted under our Bylaws and Robert’s Rules.
- All Board actions this year were within the authority granted by CTCI’s governing documents.
- The allegations made by the former members are incorrect, and the Board has formally denied them.
CTCI continues to operate normally. The Board remains focused on protecting the organization, its finances, and its long‑term stability. We will keep the membership informed as appropriate as the legal process continues.
Thank you for your continued support of CTCI
CTCI Board of Directors