21
MPCA Board Happenings
May 6, 1996 - Editors Note: Ellen Boughn served on the initial board of MPCA. As former
president of the After Image stock agency, which she sold to Tony Stone Images,
she has wide experience in the marketing of stock photography. On the MPCA
board her expertise was ignored in favor of pie-in-the-sky theories. The
current MPCA board (which is the ASMP board) has no members with significant
stock photography marketing experience. In the following article Ellen shares
her experiences with MPCA.
Ellen Boughn
On MPCA - Former MPCA board member
MPCA BOARD HAPPENINGS
In response to the Pickerell post: Board Member Expulsion. Please note, I
was not at the meeting and have no more information about what happened
than what I have just read but...
Why does this not surprise me?
I was a member of the first board of directors of MPCA. I
resigned after two meetings and several months into the organization's
life. I felt then and I suspect even more now that MPCA has no rational
business nor financial plan. Further its continual need for support from
ASMP to avoid financial failure has been obvious since day one.
At the time
that I was on the board, I was told that in addition to the one time ASMP
loan, operating funds would be generated from the dues for the first year
and that thereafter, from operations. Just how the "operations" were going
to take place had no basis in reality based on my experience running stock
agencies.
I did a quick budget on my laptop during that initial board meeting in NY
and suggested to the board that their financial planning was unrealistic
and that ASMP members should receive monthly financial statements in
regard to MPCA. It was agreed in that meeting that financials would be
circulated
at least to the board, monthly. This was not done then. Is it now? (I felt
that if a financial statement was freely circulated somebody would pull the
plug before the thing got out of hand.)
I suggest that ASMP members look at where the money has been spent. I
personally used up a few thousand in travel and hotel and hanging out in
fun spots. (I bought my own food some of the time when I was on MPCA
business because I thought it wrong that a startup financed by a
non-profit---the membership rolls of which contained some of my colleagues,
associates and friends---should treat myself and my husband to pricey stops
in prime destinations).
From the moment that I raised questions about the finances and motives of
MPCA, I felt Mr. Weisgrau's enthusiasm towards me begin to cool. Finally
later in the year at another meeting in Santa Fe, I was told by MPCA
counsel, confirmed by Weisgrau in a formal board meeting that should I hear
from anyone in the stock business(from which I come)anything relating to
MPCA, I should immediately report it. I explained that I often worked under
confidentiality agreements with my associates and should such conflicts arise,
I promised that I would extract myself from either my client's business or
MPCA. I would be the judge of any "conflict of interest" possibilities. I
was then told by ASMP counsel that the board didn't feel that I was
"capable" of making such judgments. Then I was informed that if the board
learned that I had known "something" and not passed it on, the board would
sue me.
As a volunteer who was already beginning to wonder if I had financial
liability as the result of being a board member of this weird company, I
had no choice but to resign. I suspect that that was the plan all along.
No doubt Mr. Weisgrau has a different view; no doubt I'll hear about it.
(Vince Streano was similarly pole-axed the next day since without my vote,
Weisgrau's men could oust him. What a way to reward a guy who has gone out
on limbs all over the US to promote MPCA for a year...tacky).
I have nothing to gain by talking about this, and haven't been in contact with
people on either side of this issue for a long time.Why didn't I speak up
sooner?
Because of MPCA's threats of legal action. I
thought it strange that a company financed by a non-profit should have a
formal gag order imposed on the board. (Corporate board members do not
discuss a firm's business outside of the board room but they have an
obligation [in some cases a legal obligation] to speak out when the
shareholders' best interests are not being served).
By the end of my tenure I thought the entire MPCA thing was a nutty idea
perpetuated by an arrogant group (with Mr. Weisgrau at the head) that knew
very little about business finance, strategic planning or decent business
behavior. I was glad to be gone and thankful that I was out.
I still have no explanation for why Mr. Weisgrau has such a strong hold on
ASMP. If he worked for a corporation in the capacity that he holds at ASMP,
he would not have half the power that he has over ASMP/MPCA and would be
1,000 times more accountable for his unilateral (oh yes, he always has a few
yes men/women around) decisions.
Is it Weisgrau's responsibility to look into members' doubts and
questions about ASMP/MPCA activities, not to eliminate the individuals who
raise them?
Ellen Boughn
Ojai, CA
ecb@west.net
Rules for supplying feedback
Feedback:
Richard Weisgrau, C.E.O. - MPCA - 5/7/96
Due to a recent posting in this forum and in order to clarify the record,
certain facts regarding the resignation of Ellen Boughn from the MPCA
Board must now be released.
While Ms. Boughn has now been motivated to enter into ASMP business by
someone who has obviously decided she would be a good tool for his or her
purposes, her OPINION is just that.
At the meeting at which Boughn resigned, Ms. Boughn offered to the Board
that she had information that a party had plans which might damage the
interests of MPCA. Ms. Boughn had a fiduciary responsibility to protect
MPCA as one of its Directors. However, she said that she could not
reveal the nature of the threat or party since she had a confidentiality
agreement with the party which prevented her from releasing the
information. MPCA's attorney, Charles Ossola, immediately informed her
that she might be in conflict of interest and in legal jeopardy if she had
any relationship which would prevent her from meeting her legal duty to
MPCA. He advised her to confer with her own counsel in her own legal
interest.
Later, as that meeting came to a close, Ms. Boughn resigned.
The fact that Ms. Boughn now seeks to characterize her resignation in a
different light is unfortunate.
Richard Weisgrau
CEO, MPCA
Ellen Boughn - 5/8/96
Dear Dick Weisgrau,
I am responding specifically to the many incorrect statements about my
resignation from the board of MPCA that you have made in the following post
to Jim Pickerell's internet area:
> Due to a recent posting in this forum and in order to clarify the record,
> certain facts regarding the resignation of Ellen Boughn from the MPCA
> Board must now be released."
> While Ms. Boughn has now been motivated to enter into ASMP business by
> someone who has obviously decided she would be a good tool for his or her
> purposes, her OPINION is just that.
I have been motivated to state the facts about my resignation from the MPCA
Board by a sense of duty. I am a tool for no cause. As is well known, I say
what I think and no one can tell me what to think. Obviously Mr. Weisgrau
you don't believe that I could be bothered to criticize you unless for
political or manipulative reasons. You're wrong.
Even with the little bit you know of me, do you think that I would take
directions from Pickerell(we parted ways years ago), Streano(he's ok) or
Kaplan(I've never particularily liked him)? What for? Or do you think that
these big boys filled my pretty little head with stuff that I just didn't
understand and then dutifully followed their instructions to post what they
dictated? Boy, do you have the wrong lady.
Prior to my post which was motivated by news I read on PhotoPro that your
group seemed to be up to your old tricks that I DECIDED that it was time to
speak out about my experiences. No one told me what to say or even knew
that I was up here in my office out in the middle of nowhere responding to
something fishy that had gone on long enough.
Even though Streano has known since the day it happened how I felt about
MPCA, he has never asked me to speak out. I hadn't spoken to Jim Pickerell
in a year or more and haven't talked to Peter Kaplan in five years. I don't
know the other board member. I have no interest in ASMP politics nor
personalities. If you realized who I was you would know that no one would
consider asking me to become a mouth for their words. In fact no one ever
has.
I have my OPINIONS about what motivates the behavior of yourself and others
in your organization. I am free to express my opinions if I decide to,
especially in light of the public personage you have chosen to be. However
what I revealed in my post to PhotoPro about what happened to me in regard
to MPCA is factual and I am shocked that you would try to manipulate my
words to suit YOUR cause.
> At the meeting at which Boughn resigned, Ms. Boughn offered to the Board
> that she had information that a party had plans which might damage the
> interests of MPCA.
HUH? Maybe you should start doing what CEO's are supposed to do and stop
reading all those spy novels. What can you do to damage something that
doesn't even exist except in the mind of its creators? I said the
following: "I've heard some rumblings about MPCA but nothing at all that
should give you any trouble."
> Ms. Boughn had a fiduciary responsibility to protect MPCA as one of its
> Directors. However, she said that she could not reveal the nature of the
> threat or party since she had a confidentiality agreement with the party
> which prevented her from releasing the information.
I had only one confidentiality agreement at that time and should you
persist in casting me as an unreliable and forgetful, if not lying,
individual I will have to ask the president of that company to supply me
with a notarized statement to the effect that the firm had no interest in
negatively impacting MPCA.
> MPCA's attorney, Charles Ossola, immediately informed her
> that she might be in conflict of interest and in legal jeopardy if she had
> any relationship which would prevent her from meeting her legal duty to MPCA.
> He advised her to confer with her own counsel in her own legal interest.
I was asked if I had heard of any stock agencies that saw MPCA as a threat.
(I said, "No".) I then asked if I was being told to spy on my colleagues in
the stock business. Mr. Ossola indicated that since I didn't understand my
responsibilities, I should seek independent legal advice to explain it to
me. (I think I said, "Are you telling me to get a lawyer?) Then I was told
I could face the possibility of a law suit.
> Later, as that meeting came to a close, Ms. Boughn resigned.
I resigned within five minutes of Mr. Ossola's threat, stating that since
my attendance as a board member was being cut short by my own wishes, I
would return the airfare cost to MPCA. My refund of MPCA's funds was
refused.
I was so outraged by your treatment of me that my husband and I checked out
of the hotel at 8:00 that night and drove away from any further contact
with you or your organization except for the resignation that I was told to
sign. In fact the only communication I had from the Board after I walked
out of the meeting was a message in my hotel mail to not leave town until I
signed a resignation. I wrote one when I got home, stating that I left to
pursue other interests or some other bland thing that it was suggested that
I say. I regret not stating the real reasons and making that resignation
public but MPCA was young and it was still possible that it might succeed.
I didn't want to interfere with that possibility.
> The fact that Ms. Boughn now seeks to characterize her resignation in a different
> light is unfortunate.
> Richard Weisgrau
> CEO, MPCA
I will not accept your characterization of me as a liar or manipulator. I
stand behind the truth of this statement and my previous one. I have
nothing to gain from having made it except a clear conscience and the
unpleasant anticipation of your response.
Where is your fiduciary duty to ASMP? Or to present the Board of MPCA with
detailed financial statements? Are you willing to present the Board with a
detailed travel, food and legal expense ledger for MPCA since inception?
What percentage are those expenses of the total expenses?
What is your technological strategic plan in light of the fact that MPCA
will now be competing against Visual Communications Group: part of a 5
billion dollar/year firm, Microsoft and Getty Communications' new division:
Digital Getty? (As well as Kodak/Sprint, PNI and the many stock agencies
that are now offering digital delivery). How will you compete against the
100 million dollar/year and growing royalty free business? It seems that
while your company has been busy creating a little monarchy, the real big
guys have passed you by...way by. But maybe not. I stress that I don't know
what you have been up to since I left.
It would be nice if you answered the above questions. But don't tell me,
tell the people that have given MPCA money; tell the people that fought to
make ASMP an important organization. I know that you have done good work
for ASMP in the past. ASMP and MPCA have taken greatly of your time, skills
and energy. But here you are wrong. The measure of your leadership will be
your ability to embrace dissent in your organizations and bring its
membership to a consensus.
You can and probably will respond to this post. But don't expect me to go
further in this dirty little dialog. I have work to do. Some of which puts
money in the pockets of photographers. I will not respond to any further
remarks about me by you. The truth will be known.
Ellen Boughn
Stock Photo Consultant
Richard Weisgrau, Executive Director - ASMP - To Ellen Boughn - 5/9/96
Obviously I stand corrected about your motivation for entering the MPCA
issue. Since you say that no one put you up to it, I'll admit that my
assumptions were wrong.
Regarding your opinions about what motivates me and others in our
organization, you certainly are entitled to them and to express them in
proper fashion. While you and I have different views of how and why your
resignation took place, I can only say so be it. Obviously, I, as you, am
entitled to express my view of the events.
Your comments about my treatment of you are unwarranted. I was not a
member of that Board, had no control, did not chair it, etc. I had no
part in the discussion regarding your resignation and no contact with you
before or after it. I did not characterize you as a liar! Nor do I do so
now. Obviously you have a view and I differ in my view. I see you as
characterizing the event and you see me as doing so. I guess that is the
nature of human (subjective) judgment versus scientific (objective)
judgment.
You question my fiduciary responsibility and ask about finance, expenses,
reporting, etc. Detailed financials for MPCA and ASMP are presented to
the Board routinely. The ASMP and MPCA undergo certified audits each
year. I approve no expense, and sign no checks. The President and
Treasurer have the financial authority, not me. We have no deep dark
secrets, financial or otherwise, here at ASMP/MPCA.
MPCA and ASMP have strategic plans - good ones! We can't over power Getty
and Microsoft, and we are not foolish enough to think we can. But, we are
not stupid either. We will do fine.
Finally, I am glad that you have declared this dialogue to over. While I
wouldn't characterize it as a "dirty little dialogue," as you did, I too
am through with it.