On the Governance page of our website you will find a set of proposed actions to modify the Articles of Incorporation and Bylaws of the Quail Botanical Gardens Foundation, Inc., d.b.a. San Diego Botanic Garden (SDBG). The amendments relate to deleting the requirement for SDBG to have statutory members, and they were approved by our Board of Trustees on November 25, 2013.What that means is taking away the members' right to vote for trustees, and making the board a self-selecting cabal.
It has been pointed out by several different constituencies within the community that most nonprofit public benefit corporations do not have statutory members. Statutory members have the right to vote on certain issues, including the election of trustees. There is often a concern that special interest groups may organize to “take over” nonprofits by applying for membership and voting in new trustees who may then change the purpose and direction of the corporation. Some of the plans SDBG has been working on to acquire additional property are being jeopardized by the way we are presently structured with statutory members.
The Gardens appear to be in financial trouble, losing more than half a million dollars last year on revenue of $2.2 million. What's this land deal they think the members won't like?
