Dear John:
Re: Association of Joves Navegants de Balears ("Association") and Fundacio Joves Navegants de Baleares ("Fundacio") Are they at odds with each other?
No one should question the stated missions of Joves Navegants, both the Association and the Fundacio. The missions are for a worthy charitable cause but what we should consider and review is the matter of governance when dealing with charities of this kind.
The history of Association Joves Navegants is important. The Association, which still exists today unless it has been formally dissolved, was founded in 1992 by a number of persons and companies interested in doing something for the underprivileged children of Mallorca. The founding associates were - and many still are - active in the international maritime community here in Palma. For ten (10) years the Association chartered vessels and took many hundreds of children sailing each year, much to the deserved credit of sponsors such as Pinmar, other business owners, individuals and vessel owners who gave their time and money. It is noteworthy that Patricia Bullock of Network whose continuous efforts over the years kept the boat afloat.
Things changed on the 1st of November, 2002, when President Peter Allen called a special meeting of the Association to announce that the Association had received a donation of the 72´ sailing vessel GALAXIE and 30,000 euros in cash to fund the first year of operation. After years of effort the Association now had a vessel they could call their own.
A boat committee was formed to oversee the acquisition, funding and operation of GALAXIE. In February of this year a corporate foundation was formed and funded with (i) the vessel GALAXIE and (ii) 30,000 euros in cash. The vessel Galaxie and funds were conveyed to the Fundacio at the time of incorporation. The incorporation papers named a President, Vice President and a Secretary. It is these three (3) individuals today who have complete control over the assets of the Fundacio, even though the articles of incorporation allow for the appointment of a total of twelve (12) trustees to run the affairs of the Fundacio. The three (3) persons in control have refused to appoint additional members.
The intended recipient of the donations of vessel and cash, the Association, was never asked to consent to the transfer of assets to the Fundacio controlled by three(3) trustees. The original members and current members never voted - and still do not have a vote today - even though the Association was the intended recipient of the donations.
The Secretary of Fundacio has stated that the Board of Trustees intends to appoint prestigious members of the Mallorquin community instead of appointing sponsors and workers from the core of the Association. It becomes an issue of proper corporate governance. Many in the maritime community here in Palma believe the vessel GALAXIE and funds are in the hands of the Association. They are not.
The purpose of this letter is to inform members and supporters of both organizations that the original founders and supporters have no vote or say whatsoever until the Board of the Fundacio recognizes this gap in governance.
Several donors, corporate and individual, have declined to continue support of Fundacio until such time that that customary practices of good corporate governance are adopted and practiced by the Board of the Fundacio consistent with the original intentions of the founding members of the Association.
Very truly yours,
M. Johnson