SOMBA Special Board Meeting Minutes 5/25/2016

Attendees: All Board Members except Subhash Gulati and Lynn Root, Special guest Dave Buskirk

(1) Proposed Roadmap for SOMBA/MBA Merger agreement
(2) Draft of Petition to Merge MBA and SOMBA, prepared by Dick Temkin – MBA
(3) ‘Reason to support an independent SOMBA – by a SOMBA Board member
(4) ‘Pros and Cons of Merger – by a SOMBA Board Member
(See Deepak D or Dave F for hard copies of the referenced documents, if needed)

This special meeting of the SOMBA Board was convened on May 25, 2016 primarily to continue the incomplete discussion from the April 26, 2016 Board meeting related to the proposed merger between the two bridge associations in Metro-Detroit area, i.e. SOMBA and MBA.

At the April 26, 2016 Board meeting the “special task force” (Subhash Gulati, Dave Fletcher, Dick Temkin and Jonathan Fleischmann who were chartered by both bridge associations to investigate the merger opportunities presented a draft position paper (Roadmap) supporting the merger.  At that meeting the Board members expressed concern that there has not been sufficient time allocated to evaluate the proposal, and many felt uncomfortable to discuss the pros and cons of the proposed merger in the presence of the MBA representative, Mr. Temkin.  Therefore, this 25th May, 2016 meeting was convened. 

After the April 26th 2015 meeting the special task force proceeded to contact ACBL on this matter without the approval by the SOMBA Board.  ACBL informed them that a petition by 50 members of either SOMBA or MBA or combined would lead ACBL to conduct an e-mail vote of all MBA and SOMBA members to see if they were in favor of the merger.  If approved by a majority of the combined two memberships, the ACBL would review and approve or disapprove the merger at the next ACBL board of Directors meeting. 

Subsequently, the special task force proceeded to draft the petition without receiving specific instructions from SOMBA.  SOMBA Board members were unhappy to hear that this matter has reached ACBL and that a petition had been prepared without the approval of the Board. 

In the above context the Board members discussed the pros and cons of the proposed merger. 

Discussion and Decisions: 

(1) Review of the History: 
The issue of the merger between SOMBA and MBA has been discussed over a number years and SOMBA has repeatedly spoken against and rejected merger Proposals until 2014.  Yet, Subhash Gulati was chartered to continue harmony discussions and explore merger opportunities, and bring a proposal back to the Board for consideration. 

At the January, 2016 SOMBA Board meeting, a position paper ‘Roadmap for Merger Agreement’ and ‘Reasons and benefits of a Merger’ prepared by Subhash Gulati and Dick Temkin were presented to the SOMBA Board members.  Four major obstacles to the merger were identified and the Board decided to expand the task force to four (Dave Fletcher and Jonathan Fleischmann added) and continue to work on possible solution to the obstacles.  This matter was tabled until further review at the April 2016 SOMBA Board meeting. 

At the April 2016 SOMBA Board meeting, Board members expressed concern regarding reviewing the merger proposal in presence of a MBA representative.  Therefore, decision was made to call this special meeting of the Board on May 25, 2016.   However, prior to the meeting the ACBL was contacted and a draft position petition was drawn up. 

(2) Review of ‘pros’ and ‘cons’ of a SOMBA-MBA Merger: 
Two Board members present expressed their position in writing. Other Board members expressed their thoughts verbally. Summary of additional ‘pros’ and ‘cons’ are as follows:

(a) “PROS”: 
• Reunite two association “To correct wrongs done in the past.”
• Better service to MBA area clubs
• Less duplication – one journal and common member directory
• Better coordination of the tournaments
• Sharing strategies to improve services to the bridge players.
• Stop “Them vs Us” behavior. 
• Balance affluent vs deprived chartered cities, “North and South of 8 Mile Road”

(b) “CONS”
• Friendly welcoming atmosphere at SOMBA clubs, no rudeness, no intimidating obnoxious behavior.  Merger will take away "happy game" 
• New comers are intimidated to play at MBA (Bridge Connection) club
• The ACBL in the future might take away a Regional or a Sectional tournament.
• Due diligence required to decide on excess SOMBA funds
• Reaching all SOMBA members is not possible, objection by one will require detailed investigation. 
• Nothing broken, what are we fixing?  What’s in it for us?
• The current bylaws of SOMBA and District 12 were researched.  It was found that they do not address a merger of equals but addresses the absorption of one unit by another unit which is dissolving, that is, absorption of a weaker unit by a stronger unit.  For example: MBA being absorbed by SOMBA. 
• The process of merger investigation was premature, hurried and inadvertently skirted the authorities of the SOMBA Board which should have the ultimate decision. 
• Current bylaws of SOMBA and District 12 not researched to support merger, not a merger of equals
• What’s the hurry, current cooperation between two units is working, why try to fix unbroken system!
• Process of merger investigation is faulty, SOMBA Board should have the final say.
• SOMBA players need strong teaching and playing programs, not to be pushed.
• New SOMBA must poll its members who may not play regularly or come to the tournaments. 
• SOMBA Board needs to contact all members before deciding on such a critical issue.
• The Current cooperative arrangement between SOMBA and MBA is working well.  Not broken.  What’s the hurry?  What are we fixing?
• Managing potential excess funds from SOMBA may have legal and fiscal ramifications currently unrealized. 
• Merger might open a can of worms, looking for a problem!
• Merging at this point in time would damage the cohesiveness of the Board which has been achieved through plain hard work and shared achievements.  Not merging at this time would restore the energy and focus of the Board to deal with the issues that the membership truly favors. 

(3) Final Decisions/Resolutions: 
‘Pros’ and ‘Cons’ comments were discussed and thoroughly reviewed to the satisfaction of all members.  After two rounds of individual comments by the Board members, and discussion of all issues, it was apparent that the ‘cons’ outweighed ‘pros’ overwhelmingly.  A majority of the Board members were in favor of stopping the merger activity.  In conclusion the Board had come to the decision that there is no compelling reason to merge currently. 

(4) Resolutions: 
The discussions resulted in the following two motions that were put to vote: 
(1) SOMBA to inform the ACBL, MBA and District 12 management promptly that SOMBA is not in favor of the proposed merger between SOMBA and MBA at this time. 
(2) SOMBA to cease all team activities to explore SOMBA-MBA merger possibilities immediately until further instructions.
Both the above motions were unanimously approved. 
Dave F was requested to inform Subhash Gulati, Dick Timkin, District 12 Chairman and ACBL authorities accordingly. 
Meeting adjourned at 5:30 pm. Next Board meeting – to be scheduled later.