Atheist Alliance International is an illegitimate organisation.
Change my mind.

 


by Martin Boers

Bill Flavell, the purported "Secretary" of Atheist Alliance International, recently claimed (in a comment under a Facebook post by Shirley Rivera) that he had "a large volume of baseless allegations [against AAI] to field". As this article will demonstrate, there are at least some allegations regarding AAI that have a strong foundation, and which raise serious questions about the legitimacy of the AAI organisation.

Why does it matter?

If the allegations against AAI described in this article are true, then there has been no legitimate board of Atheist Alliance International since 1 January 2018, and no legitimate AGM of that organisation since 2016. That would be an extremely serious situation for the only atheist organisation to hold Special Consultative Status at the United Nations.

It has been claimed by past and present AAI board members that the allegations described in this article are merely "administrative" issues, and these allegations are interfering with the good work that AAI is trying to do. This is a strange position to take, because it suggests that things like corporate governance practices cannot affect the integrity of an organisation, and that even if the allegations were true they should be ignored so as not to affect the outcome of AAI campaigns.

The importance of an organisation's bylaws cannot be understated. One website that provides advice for 501c3 registered charities in the USA states:

"One fact is sure:  a nonprofit’s bylaws are considered a legal document that dictates how the organization must be governed.  Failure by a board to follow the stipulations outlined in the bylaws can have devastating consequences to the organization…and potentially even to the board members themselves.  Since bylaws are such a big deal, it stands to reason that what they contain and how they are used should be taken extremely seriously."

But AAI is doing good work, right?

Yes, that appears to be a widespread opinion. And there seems to be no doubt that AAIs projects are well intentioned.

However, there is a compelling argument that since 2017, while individual AAI campaigns have been well intentioned and often successful, those campaigns have not been the best use of AAIs one "superpower" - their Special Consultative Status at the United Nations. For example, in 2016 Atheist Ireland used its affiliation with AAI to address the UN Human Rights Council about blasphemy in Ireland and that, along with other campaigning done by Atheist Ireland nationally and at the UN Human Rights Committee, Council of Europe, and the Organization for Security and Co-operation in Europe, led to Ireland’s blasphemy law being removed in 2018. That was a massive achievement that has a real and lasting impact for potentially millions of atheists and members of minority faith groups around the world, not only in Ireland.

The changes introduced at the 2018 "AGM", against the will of at least some of the members who were improperly excluded from that meeting, is almost certainly the reason that AAI is now squandering that "superpower", with only a few embarrassing and ineffective submissions to the UN in recent years. In fact, AAI is likely to lose their Special Consultative Status at the UN in the near future due to their inability to fulfil the obligations of that position.

Was the 2018 "AGM" legitimate?

This article will focus on a specific set of allegations around a meeting on 20 May 2018 which the current "board" of AAI claims was a legitimate AGM. If that meeting was not a legitimate AGM, as is alleged by AAIs critics, then all the motions passed at that AGM would have been invalid. The implementation of those motions would in turn have made every subsequent action by the AAI "board" illegitimate, including all subsequent AGMs. So, the first question that must be considered is: Was the meeting on 20 May 2018 a legitimate AGM of Atheist Alliance International?

What would make the meeting on 20 May 2018 a legitimate AGM?

The main criteria that an AGM of any organisation has to meet in order to be considered legitimate is that it must be held in accordance with the bylaws of the organisation.

There is an argument that, because there was no AGM held during the calendar year 2017 (as required by the bylaws), the board of AAI was not legitimate at the time of the meeting in May 2018, and so did not have the authority to call an AGM. That argument will not be considered in this article: instead, it will be assumed that there was a "board" of AAI in the first half of 2018 who had the authority to call an AGM.

The bylaws that were current at the time of the 2018 "AGM" are available here:


The Clauses from the bylaws that are referred to in this article are as follows:

In the section titled " BOARD OF DIRECTORS":

38. The Board will comprise a minimum of four Directors and a maximum of thirteen Directors.

In the section titled "TERMS OF APPOINTMENT AND VACANCIES IN THE BOARD":

62. The Board may, at any time, appoint a Director, either to fill a casual vacancy or as an addition to the existing Directors provided:
a. The person satisfies the eligibility criteria set out in clause 52, and
b. The total number of Directors remains within the minimum and maximum set out in clause 38.

63. Any Director appointed in accordance with clause 62 may remain a Director until the next Annual General Meeting, at which time that person must nominate for election by the Members or resign as a Director.

In the section titled "GENERAL MEETINGS":

78. The Annual General Meeting will approve the accounts and elect Directors.

79. At least twelve weeks prior to the Annual General Meeting, Members shall be notified of the date and location of the meeting ... and of the general nature of the business to come before the meeting.

(Twelve weeks prior to 20 May 2018 was 25 February).

81. Members that wish to propose a motion at an Annual General Meeting must submit that motion to the Secretary at least eight weeks prior to the date of the meeting.

(Eight weeks prior to 20 May 2018 was 25 March).

84. All motions will be presented to Members at least six weeks prior to the date of a General Meeting, ...

(Six weeks prior to 20 May 2018 was 8 April).

85. The Secretary will present to all Members, no later than four weeks prior to the date of the General Meeting, a complete agenda including all Director nominations, all motions and amendments, the roll of voters as per clause 76, and any necessary background information.

(Four weeks prior to 20 May 2018 was 22 April).

Clause 85 above mentions Clause 76, which relates to the roll of voters:

76. At least four weeks before each General Meeting, a roll will be prepared of the Affiliate Members entitled to vote at the General Meeting, including the number of votes they are entitled to cast and the person authorised to cast those votes on the Affiliate Member’s behalf.

87. No business shall be transacted at any General Meeting unless a quorum is present. At least one representative each from at least five Affiliate Members constitutes a quorum for the purposes of a General Meeting.

89. Any Affiliate Member that is unable to attend a General Meeting may authorise another Member or the Chair of the meeting to cast a proxy vote on its behalf, provided that the Secretary is notified of this arrangement at least three days prior to the meeting.

94. The accidental omission to give notice of a General Meeting to, or the non-receipt of notice of a General Meeting by, any Member shall not invalidate the proceedings at that meeting.

In relation to any motion to amend the bylaws:
 
8. Any Director or Member may propose an amendment to the Bylaws. Such a proposal must state the specific new language proposed, indicate the old language to be modified or replaced, and be accompanied by a statement of the reasons for the proposed changes.

9. To be effective, amendments to the Bylaws must be passed by at least a Two-Thirds Majority of votes cast by Members at a General Meeting.

Are there any allegations relating to the 2018 "AGM" that are indisputable, or that have been conceded by AAI?

Yes. These include:

• In relation to clauses 79, 84 and 85 of the bylaws, Atheist Alliance International has admitted that up to 14 Members were not given the required notifications, or any notification at all, of the planned AGM. AAI no longer knows if all 14 of these Members did actually qualify as members at the time of the AGM, but at least some (and possibly all) definitely were Members, and those Members should have received an invitation.

• Atheist Ireland was definitely a member of AAI at the time of the 2018 "AGM", but was not sent the required notifications of the meeting.

• Of the Members that were given notice of the meeting on 20 May 2018, that notice was not given within the time limit required by Clause 79 of the bylaws. AAI now admits that notice of the meeting was sent to Members no earlier than 17 March 2018. Clause 79 of the bylaws requires this notice to have been sent to Members no later than 25 February 2018.

• In an article on the AAI website in April 2021, board member Jason Sylvester assured readers:

"The AAI vice-president [Bill Flavell] checked the records for the AGM which he states indicate eight affiliates ended up voting ..., and all were invited in accordance with the timetable established in the bylaws; claims which I will verify in my investigation."

AAI has now admitted that Members were not invited to the "AGM" in accordance with the timetable established in the bylaws. It appears that the results of Jason's investigation were never made public.

• Under Clause 76 of the bylaws, if a roll of voters was prepared prior to the 2018 "AGM", then that roll of voters did not include all Affiliate Members who were entitled to vote at the upcoming meeting.

• Atheist Ireland was entitled to vote at the 2018 "AGM", but was excluded from the roll of voters.

• While Clause 94 of the bylaws allows for the "accidental omission to give notice of a General Meeting", there is no provision in the bylaws for the "accidental omission" of a Member from the roll of voters. Disenfranchisement is a serious abuse of power in any democracy, and the bylaws of AAI rightly did not allow for any excuses in this area.

• Around the time that the notification of the 2018 "AGM" was being sent out to Members, Atheist Ireland and Freedom From Religion Foundation (among others) were working with the board of AAI on a reform proposal that was intended to be put to the Members in a motion at the next General Meeting. There is documented correspondence on 9 January, 10 January, 24 January, 16 February, 23 February, 4 March, 6 March, 10 April and 12 April 2018, showing communication between Atheist Ireland and the President and Secretary of AAI related to the proposed reforms.

• On 8 April 2018 Atheist Ireland sent an email to the President of AAI that included the question "I guess the AGM will be coming up shortly?". On 10 April 2018 the President of AAI replied that "The AGM has been delayed until May".

• Prior to the 2018 "AGM", Howard Burman, Bill Flavell, John Richards, CW Brown and Pearl Osibu had all been appointed to the board of AAI under Clause 62 of the bylaws.

• Under Clause 63 of the bylaws, Howard Burman, Bill Flavell, John Richards, CW Brown and Pearl Osibu were each required to be elected to the board by the Members at the 2018 "AGM", or else resign from the board.

• Neither Howard Burman, Bill Flavell, John Richards, CW Brown nor Pearl Osibu were elected to the board by the Members at the 2018 "AGM".

• After the 2018 "AGM", Howard Burman and Bill Flavell continued to serve on the "board" for the next three years without ever having been elected by the members.

• The accounts were not approved at the 2018 "AGM", as required by Clause 78 of the bylaws.

• On 24 July 2018, the President of AAI sent an email to Atheist Ireland informing them that an AGM had already been held. That email gave an explanation for why Atheist Ireland had been excluded from that AGM. AAI have since admitted that the reason given for Atheist Ireland's exclusion - that Atheist Ireland had not paid their 2018 membership fee - was not a legitimate reason to exclude them, and that Atheist Ireland should have been invited to the meeting on 20 May 2018.

• Bill Flavell attended the 2018 "AGM".

• Some time after the 2018 "AGM", Bill Flavell (Vice President of AAI at the time of the "AGM") claimed that there had been three votes cast in favour of the new bylaws at the 2018 "AGM" - one vote in person, from an Australian Member, and two proxy votes. The Vice President said that it would not have made any difference if Atheist Ireland had been invited to the "AGM" because even if they had convinced the Australian Member to change their vote, it would not have made a difference to the outcome. However this is not necessarily true, because if each proxy had only one vote, the result may have been 2-2 which (according to Clause 9 of the bylaws) would have defeated the motion.

• In 2022 Bill Flavell admitted that the voting figures he had previously given for the 2018 "AGM" were wrong, and that in fact eight Members had voted at the 2018 "AGM", one in person and seven by proxy. This later claim was supported by a screen-shot from the minutes of the 2018 "AGM", and included an explanation of why different voting figures had previously been given.

• All the Members who had a claim to being improperly excluded from the 2018 "AGM" were invited to attend the 2021 "AGM", without being asked to pay any fees, and with full voting rights. At that AGM, Bill Flavell and Howard Burman offered themselves for re-election to the board. It was not proposed by AAI that the decisions taken at the 2018 "AGM", and all subsequent "AGMs", would be nullified. None of the members who were excluded from the 2018 "AGM" accepted the invitation to the 2021 "AGM".

............................................

These facts alone strongly support the view that the meeting held on 20 May 2018 was not a legitimate AGM, and that after that meeting the board of AAI was not legitimate. However, there are other allegations about the 2018 "AGM" that are still disputed and, if found to be true, would lend even more weight to this position.

What are the outstanding allegations about the legitimacy of the AGM, and is there any basis for those allegations?

The outstanding allegations include:

Allegation 1: The failure of AAI to give the required notification of the 2018 "AGM" to Atheist Ireland and the Freedom From Religion Foundation (among others) was not an "accidental omission", as AAI might claim under Clause 94 of the bylaws.

I recently contacted an AAI Member who was invited to the 2018 "AGM". This Member has stated that they had definitely not paid their 2018 membership fee when they received the invitation to the 2018 "AGM". In fact, the then President of AAI contacted that organisation during April 2018 to ask them to pay their membership fee of $1 before the AGM, so we know that the President was aware that this Member had not paid their membership fee when the invitation to them was issued.

Meanwhile, Atheist Ireland - who had also not paid their 2018 membership fee when the invitations to the 2018 "AGM" were sent out - was not afforded the same treatment by the President of AAI, even though there was extensive correspondence between Atheist Ireland and the President of AAI in the lead up to the meeting on 20 May.

This is clearly not a baseless allegation.

Allegation 2: Even those Members who were notified of the upcoming "AGM" were not notified properly according to Clauses 79, 84 and 85 of the bylaws.

I have seen emails purporting to be notification of the 2018 "AGM", and these do not comply even closely with the requirements of the bylaws. This is not a baseless allegation.

Allegation 3: The roll of voters, if it was ever compiled before the May 2018 "AGM" as required by section 76 of the bylaws, included Members who were not entitled to vote at that meeting.

The basis for this allegation is that at least some of the Members who purportedly voted for motions at the "AGM" had only recently joined AAI, and it is not clear that those Members would have met the criteria for Affiliate membership at that time, or that they had been approved as Affiliate members by the board as required by Clause 18 of the bylaws before the meeting on 20 May 2018. This is not a baseless allegation.

Allegation 4: The proposal to change the bylaws was not in the format required by Clause 8 of the bylaws.

I have seen correspondence between AAI and a Member organisation in the lead-up to the 2018 "AGM", and there is no record of AAI ever having provided that Member with the proposed new bylaws in the required format. This is not a baseless allegation.

Allegation 5: Members who were not entitled to vote at the 2018 "AGM" appear in the minutes as having voted for motions put before the AGM.

If no roll of voters was prepared as required by Clause 76 of the bylaws, or if that roll of voters had not been sent to members as required by Clause 85 of the bylaws, and if there is no written record of Members authorising their proxy votes to be exercised by others as required by Clause 89 of the bylaws, then it is impossible to determine whether the electorate at the 2018 "AGM" was legitimate. The fact that the then Vice President gave disturbingly different accounts of how many Members voted at the "AGM" means that this is not a baseless allegation.

Allegation 6: There was no quorum at the 2018 "AGM", as required by Clause 87 of the bylaws.

If the initial voting figures given by Bill Flavell were in fact correct, then there was no quorum at the 2018 "AGM". This is not a baseless allegation.

Allegation 7: After the 2018 "AGM", there were fewer AAI board members than required by the bylaws.

Even if the 2018 "AGM" had been called and run entirely legitimately, there does not appear to be any legitimate mechanism by which Howard Burman, Bill Flavell, John Richards, CW Brown or Pearl Osibu could have claimed to be AAI board members after that meeting. Clause 63 of the bylaws under which the 2018 "AGM" was run required that each of those people be elected to the board by the members at that meeting, or else resign. Since they were not elected, they must have resigned. This means that immediately following the 2018 "AGM", there were fewer than the minimum number of directors required by the new bylaws, and therefore no legitimate board of AAI.

This is not a baseless allegation.

............................................

If any one of these allegations - on their own - turned out to be true, then an argument might be made that it was a minor mistake that was inconsequential to the legitimacy of the AGM. On the other hand, if most or all these allegations turn out to be true, then that argument becomes much more difficult to sustain. It is therefore incumbent on AAI, who has access to contemporaneous documentary evidence that would resolve these allegations, to immediately publish that evidence.

What evidence would resolve the allegations about the legitimacy of the AGM?

AAI has denied all the above allegations multiple times, and they even claim to have "investigated" them, but they have never provided the documentary evidence that would objectively refute these allegations.

All the above allegations could be immediately resolved if AAI published the following documents relating to the 2018 "AGM":

• The complete minutes of the AAI Board Meeting on or around 4 March 2018.

• The complete minutes of the AAI Board Meeting on or around 11 March 2018.

• The minutes of any other board meetings, and/or any other internal correspondence, in which the proposal from Atheist Ireland to be put as a motion to the next AGM was discussed.

• The minutes of any other board meetings, and/or any other internal correspondence, in which the decision to not invite Atheist Ireland to the 2018 "AGM" was discussed.

• The documents proving that AAI fully complied with Clause 79 of the bylaws (requirement to give proper notice to all Members).

• The documents proving that AAI fully complied with Clause 81 of the bylaws (requirement for motions to be submitted within the required time).

• The documents proving that AII fully complied with Clause 84 of the bylaws (requirement to present motions to all Members).

• The documents proving that AAI fully complied with Clause 76 of the bylaws (requirement to prepare a roll of voters).

• The documents proving that AAI fully complied with Clause 85 of the bylaws (requirement to present agenda, roll of voters and other documentation to all Members).

• The documents proving that AAI fully complied with Clause 5 of the bylaws (requirement to submit Motions to amend the Bylaws to the Secretary).

• The documents proving that AAI fully complied with Clause 8 of the bylaws (required format of any proposal to amend the Bylaws).

• For the following five Members whose proxy vote appears in the "Minutes", a copy of that Member's application for Affiliate Membership:
- Mindful Meditation of Secular Buddhism
- Guatemala Humanists
- Iranian Atheists and Agnostics
- HALEA Uganda
- Progressive Atheists of Australia.

• For each of the above five Members, the complete minutes of the AAI Board Meeting at which the Application for Affiliate Membership for that Member was reviewed and approved, as required by Clause 18 of the bylaws.

• The documents proving that all Members whose proxy votes appear in the Minutes complied with Clause 89 of the bylaws (requirement to notify the Secretary).

• Any other correspondence regarding proxy votes between AAI and the Members whose votes appeared in the "Minutes" of the 2018 "AGM".

• The complete minutes of the AAI board meeting after the meeting on 20 May 2018 at which Howard Burman and Bill Flavell were re-appointed to the board.

Are we likely to see any of the above evidence?

Prior to publication of this article, Bill Flavell (currently the Secretary of AAI) was sent the above allegations and the list of documents that would resolve those allegations.

Bill told me that he had been unable to locate some of these documents, but those documents that he had located had (in his opinion) proved some of the above allegations wrong. Bill did not provide any documentation to support his assertions. At the time of publication, AAI has not agreed to make any of these documents available. It seems that none of the well-founded allegations against AAI are ever likely to be refuted with documentary evidence.

Before concluding, here is a common argument that has been made by AAI on this subject (based on an actual comment I received) ...

"... it is hard to see how the AGM would have turned out differently if the processes defined by [the bylaws] had been achieved to the letter."

Many people would have no problem seeing how the 2018 "AGM" could have turned out differently, had the bylaws not been largely ignored. For example:
  • Had the required notice been given, Atheist Ireland and the other Members who were wrongly excluded from the meeting may have found out about the meeting beforehand.
  • Had a roll of voters been sent to Members, the improper exclusion of Atheist Ireland and other Members may have been noticed and corrected.
  • Had Atheist Ireland and other Members not been improperly excluded from the meeting, additional motions would have come before the meeting, and the AAI board were aware of this.
  • Had Atheist Ireland and other Members not been improperly excluded from the meeting, the outcome of the votes on the motions may have been different.
  • Had the bylaws been sent to Members in the required format, Members may have voted not to approve those bylaws.
  • Had the accounts been put to Members at the meeting, they may not have been approved.
  • Had Howard Burman and Bill Flavell resigned from the board as required, then it would have been clear that there was no legitimate AAI board immediately following that meeting.
There are many other ways that the outcome of the meeting on 20 May 2018 would quite probably have been different if the bylaws had been followed to the letter.

The more general implication of this comment - that the bylaws of an organisation don't matter, and that major breaches of the bylaws by the board can be ignored - is a terrible argument. It is the argument that would be used by anti-democratic authoritarians who are trying to illegitimately take control of an organisation against the wishes of the members. The best way for the board of an organisation to avoid accusations like that is to obey the bylaws to the letter, and to immediately acknowledge and fully rectify any inadvertent breaches as soon as they become aware of them.

Conclusion

The breach of an organisation's bylaws, deliberate or otherwise, is an extremely serious matter, and not simply a minor "administrative" issue. There are a number of serious and well-founded allegations against AAI which, if true, would make the 2018 "AGM" of AAI illegitimate. This would also mean that the current board of AAI is also illegitimate.

The current board of AAI are unwilling or unable to provide records from 2018 which (under good corporate governance practices) should be retained for at least five years, and which would easily refute any or all of the allegations against them.

Given these facts, the only conclusion that can be drawn is that AAI is currently an illegitimate organisation. I am happy to be convinced otherwise, but that can only happen after the documentary evidence currently held by AAI is released.

What should happen next?

In the absence of any evidence to the contrary, the current "board" of AAI must acknowledge that the meeting on 20 May 2018 was not a legitimate AGM, and that they are not a legitimate board.

The current "board" must then allow all AAI members who have a credible claim to being members at 31 December 2017 to decide what should happen to AAI. For example, the members may decide to appoint an administrator to help return the organisation to legitimacy.

It is not the role of the current illegitimate "board" to decide what happens next, or to block the return of the organisation to the members of AAI whose organisation was stolen from them on 20 May 2018.



This article was updated to include John Richards in the list of directors who were appointed before the 2018 "AGM" but never elected.

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