NASHUA — A civil lawsuit filed against the Nashua Historical Society over the removal of Terry Romano as the group’s president has been tough on members, but the case may ultimately set a precedent for other organizations facing similar conflicts.
Attorney Francis Murphy has filed a preliminary request asking Hillsborough County Superior Judge Diane Nicolosi to immediately reinstate the 82-year-old Romano, whose term expires in May 2014, while the lawsuit moves forward. According to Murphy, Romano was improperly removed from office when the society’s board of directors voted to oust her last April in the wake of escalating conflicts and tensions over how to manage the organization.
Murphy believes the board overstepped its authority, and only the members who elected Romano have the right to remove her.
But attorney Kevin Devine, who represents the historical society, said the board of directors has extensive authority to make decisions about managing the organization, including whether to remove an elected officer.“A lot of organizations have bylaws with specific rules on removing elected officers,” said Devine. “However, the bylaws for the Nashua Historical Society are silent on this issue.”
But the society’s bylaws also say that “Roberts Rules of Order” is the backup authority for any issues not covered by its own rules.
Devine and Murphy have different interpretations of “Roberts Rules,” and it will be up to Nicolosi to sort through and decide which side comes closest to upholding the intent of the bylaws and the historical society.
Romano, who is well-known around Nashua for her work on many boards, was elected by 90 percent of the voting membership in May 2012. She took over the reins of the historical society with ambitious plans to increase the organization’s visibility, expand membership and raise money to enrich programming. And while she was at the helm, she brought in 34 new members, including Murphy, launched an “Adopt and Artifact” program that raised more than $5,000 and was networking to raise funds and support for the society.
Romano had a new agenda and a new style that clashed with other longtime members. Overtime, personal friction fueled by the concern over the management of artifacts increased, and the society’s board of directors voted to remove Romano, who was replaced by interim president Cecile Renzi.
Mayor Donnalee Lozeau, a friend and supporter of Romano, reached out to the state Attorney General’s Charitable Trust Unit for help and an investigation into society’s management was launched.
According to Devine, Terry Knowles of the Charitable Trust Unit has found nothing improper about the society’s system of storing and cataloging artifacts.
“The curator has been cataloging everything for the past 20 years,” he said, adding that others who have used the society’s library of documents have praised it for being orderly and efficient.
Romano was hoping the Charitable Trust Unit would also review the board’s decision oust her, but the state refused.
As for whether Romano will win her bid to be reinstated, both Murphy and Devine feel they have “Robert’s Rules” on their side.
Thomas Balch, a Virginia-based registered parliamentarian and one of a team of editors who oversaw the publication of the last two editions of “Robert’s Rules,” was hired by the plaintiffs to review the case. He has submitted a brief to the court that supports Romano.
Balch said that the authority invested in the membership of an organization trumps the authority of its board and officers, and it should have been left to the members to decide whether Romano should have been removed from office.
“Officers and board members work for the members, they are like their employees,” he said.
“The basic trust in Roberts Rules involves protecting the rights of members, the rights of majority decisions and the rights of due process.”