HAGÅTÑA (The Guam Daily Post) — Internal events at the Guam Visitors Bureau over the past year were described as an “estrangement between the board and management” by senators during a roundtable discussion Friday, centered around efforts to update, improve and align current industry best practices with the decades-old legislation that created the bureau and the bylaws that govern its operations.
But lawmakers didn’t get far with questions about any proposed changes, as GVB’s board of directors has yet to formulate a position, let alone convene to discuss a position which is separate from the position of the bureau’s management.
“I think one of the challenges in doing that … is that the board can’t actually discuss our position unless it’s at an open meeting and it would take probably two or three hours to go through this, you know. Whereas management – you guys can meet anytime anywhere and come up with a position because you’re not governed by the open government (law),” said Jeff Jones, one of two board members present for the legislative discussion.
The statute requires five- and two-working day notices of official meetings of government agencies, boards and commissions to be published. A newer addition to the law invalidates any action taken in improperly noticed meetings.
“It is difficult for the board to meet to discuss; it’s very difficult, you know,” Sonny Ada, also a director of GVB’s board, told senators. “Don’t get me wrong, … I believe in this open government law … and it’s been a big transition – a shift in how, from my experience in the past (for) GVB.”
Ada acknowledged that while the law may have been strengthened to protect against “real” abuse, there has been a change in the level of discussion and “collaboration” between board members as a result.
“We’ve really been kind of handcuffed, if you will. And I speak personally,” he said.
‘Devoted’ discussion
But Carl Gutierrez, GVB president and CEO, said time remains to include it on an agenda for the board’s upcoming meeting this month, and recommended the board invest time to discuss the bylaws.
“I think that board meeting should be devoted to the discussion on the position of this, nothing else. You have two or three hours to get it done – it’s just that,” he said, shortly before asserting the agenda item is “really not that difficult.”
Sen. Amanda Shelton, who chairs GVB’s oversight committee in the Guam Legislature, said she hoped the board makes the addition to the agenda. Sen. Telo Taitague, who also attended the roundtable meeting, said she hoped the bureau’s board would add discussion on Bill 38-37, which reforms the powers and membership of GVB, to its upcoming agenda, as well.
According to Taitague, it appeared the board didn’t want to address the bill, which she authored.
“My concern was … the meeting that you had (Thursday, it) was very discouraging,” she said. “I mean it was almost like you just blew it off. Like, ‘Oh, it doesn’t matter to us.’ So, I hope that this meeting … on (July 27), that you would also not only address the … bylaws as well as the enabling legislation, but also the bill itself,” Taitague said.
She insisted passage of her measure would be a quicker way of adopting reforms than making changes to GVB’s enabling legislation.
“We can do it within three three weeks to a month, and change the law within that time. And we’ve been here for how long trying to … change bylaws,” Taitague said. “It’s already been two months – when we could get actually a bill that would help guide the board in moving forward and trying to mirror the enabling (law) and the bylaws together.”
Jones said, even with changes to GVB’s bylaws, problems exist within the enabling legislation that will continue to present issues, specifically the makeup of the board and its election.
“We talked about the election. We agree that there’s some problems with the way it’s elected, … who are the members, are the members companies or are the members individuals – because that’s not even clear in the Legislation,” he said. “Is it a company that has a membership or is it actual individualized membership?”
Alleged violations
But an even bigger issue is at hand, according to Sen. Jesse Lujan, that the review of the bylaws and enabling legislation also uncovered allegations members of the board were operating in violation of statute.
That was followed with an official Business Risk Compliance and Control Committee investigation, the findings of which now sit with the Office of the Attorney General criminal investigation division.
Lujan said he was concerned that if the Office of the Attorney General finds criminal wrongdoing, it could lead to indictment. If that happens, he said, then formulating how to move forward may need to slow down.
“It’s already mandated that board members submit their (business) interest and, in your findings, I guess, and your findings of the BRCC, you had found that there have been conflicting interests, … so something you have already in place to prevent that did not prevent that,” Lujan said.
Gutierrez asserted that if the board would adopt the third amended bylaws, many of the noted problems would go away.
“Let’s move forward with (congruence),” Gutierrez said. He also said if the bylaws continue to be contentious, management and the board can work on the enabling legislation.
Ada said not all of the amendments made to the bylaws were agreeable.
Jones told lawmakers the third amended bylaws were supposed to be voted on by the board during a meeting in January, but quorum was not met and, therefore, no vote was taken.
George Chiu, Guam Visitors Bureau board chairman, left, and Carl Gutierrez, GVB president and CEO, talk during the regular monthly GVB board meeting Thursday, July 13, 2023, in Tumon.
