Polish Americans fight dissolution of their social club
Just as he feared for the past six months, Harry Klimas did not get to celebrate his 97th birthday as he usually does – at the Polish American Club.
The new leadership wouldn’t let him, even after he and his buddies drove down and asked face-to-face, even after his daughter called twice to plead: Klimas founded the club. It is his whole life. He is the oldest member, the lone survivor from the early days.
Now he knows the reason. By the time the big day rolled around in September, the Polish American Social Club no longer existed; the corporation, a non-profit, was dissolved a month before, the 8-acre property and building deeded over to the newly formed Vero Social Club Inc.
The dissolution was not put to a vote by club membership. Voted on only by a six-member board of directors, the switch was handled with the guidance of a West Palm lawyer.
On the Division of Corporations form asking how members voted, the box was left blank. Only under a second section, applicable “if the corporation has no members or members entitled to vote on the dissolution” was the board’s unanimous vote noted to end the three-decades-old club.
Days after that form was submitted, the board of directors created a new entity in which the word “Polish” disappeared. In the articles of incorporation under “purpose,” an initial application mentioned honoring “Polish culture in particular.” But in a later amendment, the reference was purged to read simply “different cultures.”
It may seem a quaint notion in 2015 that people want to gather not for sport or hobbies, not for religion or politics, but simply for common ancestry.
Quaint? Tell that to the 100 or so the prideful Polish-Americans who once shared polkas and pierogis there and had their heritage scrubbed out of the very club created to honor it. In the protests, pickets and bitter confrontations of early summer, when sheriff’s deputies were routinely called to keep the peace, it was Klimas’ rallying cry: “They’re kicking out the Polish people.”
Today, the clubhouse Klimas helped build in 1983 on land he scouted now belongs to the Vero Social Club, deeded over two days before the old club was dissolved. That’s according to Ryan Scarpa, the attorney the former members are paying from their own pockets to sue the new club and its leadership. Scarpa estimates the real estate alone – with US 1 frontage – is worth $1 million.
“And now they’re seeking to seize control of all the club’s assets,” says Scarpa. “There’s bank accounts, there’s equipment.
“They dissolved the corporation without any kind of membership notice,” says Scarpa. “There’s a blanket requirement in the by-laws that board action is absolutely subject to membership notice and approval.”
The Vero Social Club directors are about to be served an amended complaint that adds two counts of breach of contract and unjust enrichment, Scarpa says.
“The actions that were taken are contrary to what was permissible. The transfer of real property was the last straw.”
That real property has the potential to be turned to cash. Scarpa says the new club could take out a second mortgage and do as it pleased with the funds, including pay employees.
It is exactly the sort of charge that was flying back and forth last summer with both sides accusing the other of plotting just such a move. It felt like a sneak attack to the old guard, and they say the betrayal is about to be avenged.
“This is very personal to them. This is not a personal injury lawsuit,” says Scarpa. “These people are intent on seeing the purpose of the club is carried out. It’s where they could gather with like interests. Everything the club stood for has been taken away. Imagine building something for four decades – then a new board comes in and takes it all away.”
By-laws for the Polish American Social Club state that the Board of Directors’ management and control over “affairs, funds, policies, programs, budget and property of the Corporation” is subject to the approval of the regular membership.
But board member Bob Cuddy denied that members had the right to any say in whether their club should be dissolved and whether its assets should be placed in a new corporation.
“It was a board of directors’ decision that did not require a membership vote,” he said. “Vero Social Club owns the property. All the assets were transferred to the Vero Social Club.” He cited a state statute on dissolution of corporations, not the club’s own charter, and says attorney Lynne Hampton was the club’s legal counsel on the matter.
Cuddy authored a press release sent out by the new club last week. “Vero Social Club Inc. announces its inaugural year,” it declared, adding that the new club “builds on the history, heritage and accomplishments of the Polish American Social Club.”
That tip of the hat is hardly a salve to Klimas’ wounds, since it goes on to say in so many words that with the Polish contingent dying off, the new club would embrace cultural diversity. Old guard translation: they can lease the club out to Latins, African Americans and a pre-drinking age crowd looking for a place to party.
The press release goes on to brand the new club a “cultural mecca” – the lone reference to Islam. Instead of the Eddie Forman Orchestra whipping up the dancers with a rousing polka medley, as seen in a 1992 video posted on YouTube last year, the aging hall with its fluorescent lights, parquet dance floor and metal chairs is now home to Salsa Night, Hip-hop Night and even a recent rave complete with mosh pit.
Polka dances were written into the old club’s by-laws that mandated “at least one (1) polka dance each month.”
Meanwhile, Cuddy was unable to say if the new club officially has any members yet. “This is all very new still,” he says, though the dissolution documents were filed in July.
For Klimas’ birthday in September, instead of his old familiar club, he and his friends went to Eva’s Polish Kitchen, a homey spot next to a convenience store on south 43rd Avenue.
Clearly it wasn’t the same. Asked whether he got to feast on his favorite Polish specialties, Klimas was vague. “I guess,” he answered broodily. “It was more of a buffet.”