Park Record
Park City and Wasatch Back News
Park City Ice Miners, a prominent Wasatch Back youth hockey league, is undergoing a corporate restructuring to shift from a membership organization to a self-selected board of directors, removing parents’ and stakeholders’ ability to obtain leadership positions to govern the nonprofit’s future.
The move follows a lawsuit filed in Summit County’s Third District Court last year, which accuses the organization of violating financial reporting laws.
The current board of directors sent a letter to the Park City Ice Miners community last month informing them of the change. The letter portrayed the decision as necessary to “protect” the program from “future disruptions,” referring to ongoing conflicts and division as a result of the lawsuit.
As a membership organization, Park City Ice Miners families participate in programming, and anyone who donates the $1 membership fee has a vested interest in the organization’s future. The structure also allows members to run for positions on the board of directors, which has seven seats.
With the corporate restructuring, though, the hockey organization is set to transition to a “non-membership structure.”
The board of directors adopted the change and merged into a new nonprofit, dubbed Newco, in a 5-2 vote. Board members Laurel Durham and Vanessa Krejci, who have previously expressed concerns about Park City Ice Miners’ finances, opposed the merger.
Krejci stepped down from the board as a result of the vote, according to the letter. The other six board members retained their positions.
“This change will put PCIM in line with other youth sports organizations in Utah that do not have formal membership but rather are governed by an autonomous, self-perpetuating board of directors,” the letter said. “The board will continue to solicit input and feedback from our community regarding its hockey operations, but participants will not have a vote in governance matters of the organization, including in the election of the members of the board of directors.”
Park City Ice Miners’ bylaws said the nonprofit needed to hold leadership elections by the end of March. The letter announcing the change and merger with Newco was sent to families on the last day of February.
Newco is a new organization created specifically to merge with the existing Park City Ice Miners nonprofit. It did not exist before the merger but was established to transfer the hockey organization’s assets to a corporation with a non-membership structure and different bylaws.
Four of the five directors who voted for the merger had terms expiring at the end of the month. Changing into a non-membership structure will allow them to retain their positions indefinitely.
Board member Vince Macri in an interview with The Park Record said he feels like people have lost sight of the organization’s purpose, which is to provide an outlet for kids interested in hockey. He said the merger is intended to rein in the controversy surrounding the nonprofit to stabilize its operations and that the move was recommended by the board’s legal counsel.
“It’s really being done to enhance the hockey program,” Macri said. “The board has been put in a position where it’s unable to or hindered in its ability to carry out normal hockey operations because it’s constantly having to fight these public or private battles. … It was a way to protect the organization, update our bylaws and preserve the hockey operations all in one.”
Ben Arnold, a parent of Park City Ice Miners players, filed a lawsuit accusing the hockey nonprofit of financial mismanagement last year. The lawsuit claimed the board of directors was not being transparent regarding its budget and operations, and Arnold also questioned payments for the organization that were sent directly to Board President Matthew Prucka’s private Venmo account.
Arnold and his supporters previously shared statements indicating they hoped the board elections in March would bring in new leadership to assess the group’s finances. But the change to a non-membership organization removes the ability for parents to run for board positions, and Arnold’s supporters are now expressing concerns about the decision to merge with Newco without input from the broader Park City Ice Miners community.
Macri said the narrative that members should have the sway to influence or change board decisions showed a misunderstanding of the membership structure, which is solely intended to give parents a vote in the annual board elections. That’s also why members were not informed of the potential merger before February’s board meeting.
“We knew that it wasn’t something that the members had a right to vote on,” Macri said. “Per our bylaws, and this has all gone through legal counsel, this is not something that the members get included on. Members have a pretty limited set of rights, especially when it comes to voting. … This was a normal governance action of the board that didn’t require member approval.”
Macri said the board’s concern was that members were starting to “weaponize” their membership, a sentiment shared in the announcement letter sent to the Park City Ice Miners community.
“While PCIM has historically operated a successful hockey program under its current structure, it is clear from recent events that an organization with this structure is susceptible to disruption by actors who are willing to weaponize membership rights in order to damage the organization,” the letter said. “The majority of the board considers this a significant vulnerability of the organization.”
The document additionally blamed Arnold, who filed the initial lawsuit, and the Krejci family for using the legal system to “attack” the organization and causing “extreme disruption” to its operations. It also decried Arnold’s decision to approach local media outlets with information on the lawsuit and his concerns regarding the nonprofit’s finances.
The letter claimed there are ongoing investigations into the Park City Ice Miners organization because Arnold reported the group to USA Hockey, the Utah Amateur Hockey Association and the Utah Division of Consumer Protection.
“The board considers it an act of bad faith to file complaints with regulators, who have a legal duty to follow up (on) such complaints, in order to have investigations launched and then claim that the existence of those investigations implies the guilt of PCIM,” the letter said.
The board concluded by saying they are “looking forward to this new chapter of the organization” and that they are confident the merger will “preserve PCIM and ensure continuity of our hockey program.”
Jim Krejci, the husband of former board member Vanessa, in an email to the Park City Ice Miners community, likened the corporate reorganization to a “shell company” shortly after the announcement was made.
“(The board) granted each other two-year terms as Newco directors — including those whose PCIM terms are set to expire in the coming days/weeks,” he wrote. “They also voted to transfer all PCIM assets (including about $290,000 in cash) into their Newco control, leaving PCIM empty.”
He called the reorganization a “classic entrenchment play,” alleging that the board of directors greenlit the merger to prevent an election this month as an effort to retain control over the organization and its finances.
Specifically, Jim claimed the merger was hidden from Durham and his wife until the last minute before it was “jammed through … at a closed board meeting.” He said both board members objected to the action and encouraged the board to discuss the merger with members before taking a final vote.
But board member Darren Lees said Durham and Vanessa were given the information two days before the meeting, just like the other board members.
“In terms of who was involved in the lead up to this, I would say a lot of that was driven by our counsel, and not every board member is always involved,” he said. “Vanessa and Laurel are suggesting that they were not involved, but I don’t think all of the board members were involved along the way in terms of understanding what it was. It’s very normal for different individuals to be working on different things.”
Lees also said it wasn’t accurate to portray the board as uncommunicative with parents because the announcement letter was sent shortly after the decision was made.
“We were very open and transparent with the membership,” he said. “The letter described in detail what we were doing, the impact that would have on the membership and the organization.”
Most of the feedback the board has received on the change has been positive, according to Lees.
“We will always have members that don’t support it, but the difficult decision that we had as a board was to do what’s right for the organization, knowing that there would be some who are detractors,” he said.
However, some parents have started to express concerns to Park City Ice Miners leadership, including submitting complaints to the Utah Amateur Hockey Association.
Jason Hull, an attorney with a specialization in business and commercial litigation, sent a letter to the association on March 9 on behalf of Park City Ice Miners’ parents. The letter specifically said the parents were worried about the nonprofit’s affiliate agreement with the Utah Amateur Hockey Association and USA Hockey.
Hull said the board of directors does not have the legal authority to transfer the affiliate agreement to Newco and that Newco would need to apply for its own agreement, which can be a multi-year process.
“Therefore, (the directors) presupposing that they can just transfer the UAHA affiliate agreement to Newco puts at risk the ability of all of PCIM’s players to continue to play the sport they love,” Hull wrote.
Without the Utah Amateur Hockey Association affiliation, the Wasatch Back organization could not play against other certified teams or participate in tournaments. But Macri claimed the affiliation agreement is transferable and that it is a routine “administrative update” for the Utah Amateur Hockey Association.
“We’ve been advised that is not an issue at all,” Macri said.
Lees said the board has also been working closely with the Utah Amateur Hockey Association and its legal counsel regarding the merger, so the association is already aware of the change and collaborating with local leadership.
The Park Record has reached out to the Utah Amateur Hockey Association for clarification on the affiliate agreement but had not heard back as of Thursday.
Hull’s letter also touched on other concerns, though, including the nonprofit’s status with the Internal Revenue Service. He said Park City Ice Miners is classified as a 501(c)(3) organization, but Newco has not obtained the same classification. However, the Newco directors still authorized a transfer of $290,000 of the nonprofit’s assets to the new company “that has no IRS qualification.”
Hull pointed out the merger is happening while the organization is “under investigation by the state of Utah” because of the financial allegations. He said it was “extremely concerning” that the board accused of mismanagement is “attempting to eliminate the existence of PCIM.”
The attorney’s letter also drew a connection between the timing of the merger and the March elections, saying it was an “unmistakable” and “blatant attempt to avoid the voice of PCIM’s members.”
“Given all the issues and risks, there is no legitimate reason for the (directors) to take the abrupt Newco action that they did in the hidden manner with which they did it,” the letter said. “This course is replete with legal risks and likely violates state and federal statute, regulations and proper practice.”
Macri emphasized that everyone on the board of directors is a volunteer and the benefit of retaining a leadership position is to help the organization serve kids.
Hull requested the Utah Amateur Hockey Association “discourage” the directors from transferring Park City Ice Miners’ assets until Newco obtains a nonprofit status from the Internal Revenue Service.
A group of parents also sent a similar letter to the board of directors, decrying the decision to transition to a non-membership structure without prior notice to members.
Their letter referred to Park City Ice Miners’ governing documents and bylaws, which outline the membership structure and need for board elections, and said removing members’ voting rights represented a fundamental change to the organization.
They asked the board to pause any further actions related to the merger, including transferring assets, and to schedule a meeting to address the issue with members, “including clarification of the authority relied upon for the board’s action and the role of membership in approving such a change.”
However, Macri and Lees indicated the merger with Newco is imminent, and a meeting with members about the change has not been scheduled.
“This is a youth sports organization that is focused on kids playing hockey,” Lees said. “Most of the members of this board have kids who are in the program actively and are very focused on making it the best experience that it possibly can be. When you step back from the back-and-forth, that’s the mission of the organization. That’s the purpose of this board.”
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The Park Record newspaper publishes twice weekly in Park City, Utah, and has been serving the Wasatch Back since 1880.
