Miranda defends actions during Latino Chamber merger process

By Kevin Kenney

Last update: Thursday, February 2nd, 2017

The night last month that Bill Miranda was appointed to the City Council, one of the attributes cited was his skill a conciliator, particularly as it played out in the 2015 merger of the Santa Clarita Valley Latino Chamber of Commerce, of which he was then CEO, into the larger SCV Chamber of Commerce.

“I have kind of honed in on a person that I believe is very good at kind of bringing the community together, for what he did bringing the Latino Chamber and the SCV Chamber together,’’ Councilwoman Marsha McLean said on Jan. 17, the night she seconded a motion to appoint Miranda to fill the Council’s vacancy.

Even Miranda, that night, portrayed his role during the merger process as that of a master diplomat, lassoing a divided Latino Chamber Executive Committee and Board of Directors and forging a consensus.

“That wasn’t easy,’’ he told the Council last month. “You have to constantly be working with both sides to bring them towards the middle to develop a consensus.

“That means you can’t be bossy … you have to work with people to get them to come to the center. Not everybody came to the center, but a majority did. … It was a tough haul.’’

But while diplomacy and conciliation surely were factors in how Miranda eventually brokered the merger, a letter written by Bob Pacheco, the Latino Chamber’s founder and president, to other Latino Chamber higher-ups, suggests Miranda played hardball as well — and may have used as much stealth as he did statecraft (a charge Miranda vehemently denies).

“During the past six weeks Bill Miranda and (Latino chamber treasurer) Marlon Roa conducted meetings and negotiations with members of the Santa Clarita Chamber of Commerce (SCOC) to close down and terminate our SCV Latino Chamber of Commerce,” Pacheco wrote on Jan. 14, 2015, in an email obtained by The Signal.

Then, in two underlined sentences, Pacheco continued, “As President and Founder, I was not informed or involved with these negotiations until last week. Therefore, this action was taken by Bill and Marlon, not the executive committee.”

Pacheco went on to tell the Latino Chamber higher-ups, “Bill and Marlon requested that this action be discussed and a vote taken on Friday (Jan. 16, 2015)’’ – which Pacheco cited as a planning meeting, not a regular meeting, before adding, “A vote is only valid at a regularly scheduled Board meeting per our bylaws.’’

“In LCOC bylaws, dissolution and termination of the LCOC is not a power granted to the Board of Directors,” Pacheco also wrote. “We need legal clarification to determine if the Board is authorized to terminate the corporation. Also, IRS, FTB, Secretary of state (sic) and Attorney must approve written plan of dissolution. This normally takes at least six months.”

Miranda, asked this week about the Pacheco letter, insisted that he and the other Latino Chamber board members acted within the bylaws – that, in fact, they heeded Pacheco’s warning and did not vote on the merger until the next regular meeting, on Jan. 20, 2015.

Two days later, after a vote that Miranda recalled as 6-3 in favor of the merger, Miranda wrote a letter to all Latino Chamber members, saying he was “happy to announce the merger of our chamber with the SCV Chamber of Commerce.”

Miranda indicated that, in Pacheco’s letter, Pacheco was being an obstructionist, wanting the Latino Chamber that he was key in founding not to lose its independent identity.

“He (Pacheco) was frankly doing everything he could to stall the vote because he knew the board was in favor of the merger,’’ Miranda told The Signal.

“By the way, Mr. Pacheco had been going through some serious medical issues through most of his time with the Chamber,’’ Miranda added. “For four years, he was not an active member of the chamber. Well, I don’t want to say he wasn’t an active member – he was basically in and out of the chamber due to his medical condition.’’

Was that the reason Pacheco was kept out of the loop until late in the merger process, as he alleged in the letter?

“He wasn’t kept out of the loop,’’ Miranda said. “The Executive Committee … we tried to meet every week, and Bob had been through some medical issues, so Bob missed a few meetings.’’

Miranda recalled that, in December 2014, “when the (SCV) chamber reached out to us, they reached out to Marlon (Roa) and me — they asked us to come over to a meeting regarding the possibility (of a merger).’’

“So there was nothing to report – we had this meeting, and then it got very serious very quickly, and at that point we did tell Bob.’’

Miranda added, “He was upset. Bob’s a very passionate guy. He loves the Latino culture, he’s very passionate about what we did. Would that he could have been as passionate about the previous four years as he was at the end, but he was ill and I understand.’’

Since the merger, former Latino Chamber colleagues have lost touch with Pacheco. The Signal made numerous attempts to reach him in recent days at his most recently known phone numbers and email address, but there were no replies.

Miranda said one big reason for the merger was that the Latino Chamber was “at the stage where, to sustain ourselves, we would have needed infrastructure. … We got to the point where we needed office space, an administrator, and we were not in position to do that. When the merger opportunity came up, I said, this makes sense.’’

Other former members indicated that, in its last days, the Chamber seemed somewhat adrift – though Pacheco, in his letter, was not one of them, saying, “Our best year was 2014.”

Roa, the one-time Latino Chamber treasurer, told The Signal, “We were losing sponsors, and a lot were the same sponsors that were sponsors at the (larger SCV) chamber. … We were just overlapping a lot. It made sense, they had the infrastructure.’’

Former Latino Chamber Board of Directors member Martin Rodriguez, who also supported the merger, said a third factor in the Latino Chamber’s demise was that it “didn’t have the right governing structure in place.’’

“We had Bill Miranda running the show with Bob Pacheco,’’ he said. “They were they lead guys in the organization, but what happened was there wasn’t any ongoing recruiting of board members or changing over the presidency seat.

“It was the same guys at the top. It wasn’t till the last year, when Pacheco was getting sick, and Miranda and Roa stepped up (that changes were pursued).’’

Rodriguez added, “More than anything, it was a lack of governance structure (that led to the dissolution and merger) … meaning, we had bylaws, but the bylaws weren’t very detailed in the day-to-day operations, meaning, how long should the term of president be, things like that.’’

Gloria Mercado-Fortine was a Board of Directors member until she resigned in November 2014. Asked why she resigned, she said only, “I had a lot of things on my plate, and what I saw was that the Latino Chamber needed, over time, full-time professional leadership to properly run the chamber.’’

Anna Frutos-Sanchez, a Latino Chamber Board of Advisors member, said, “There was a need for the chambers to merge. When I became a member of the (Latino) chamber, there was a divide in some of the sponsorships in the Latino business sector.’’

Henry Rodriguez, another member of the Latino Chamber’s Board of Directors, declined to comment on the situation. Board of Directors member Patsy Ayala and Board Secretary Patricia Lara Ladd did not return phone calls.

When the merger did come off, the Latino Chamber transferred its assets to the SCV Chamber and got three seats on the SCV Chamber’s board – one of which went to Miranda. Per Chamber rules, he recently resigned that Chamber seat when he became a City Councilman.

 

kkenney@signalscv.com

(661) 287-5525

 

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Miranda defends actions during Latino Chamber merger process

Councilmember Bill Miranda

The night last month that Bill Miranda was appointed to the City Council, one of the attributes cited was his skill a conciliator, particularly as it played out in the 2015 merger of the Santa Clarita Valley Latino Chamber of Commerce, of which he was then CEO, into the larger SCV Chamber of Commerce.

“I have kind of honed in on a person that I believe is very good at kind of bringing the community together, for what he did bringing the Latino Chamber and the SCV Chamber together,’’ Councilwoman Marsha McLean said on Jan. 17, the night she seconded a motion to appoint Miranda to fill the Council’s vacancy.

Even Miranda, that night, portrayed his role during the merger process as that of a master diplomat, lassoing a divided Latino Chamber Executive Committee and Board of Directors and forging a consensus.

“That wasn’t easy,’’ he told the Council last month. “You have to constantly be working with both sides to bring them towards the middle to develop a consensus.

“That means you can’t be bossy … you have to work with people to get them to come to the center. Not everybody came to the center, but a majority did. … It was a tough haul.’’

But while diplomacy and conciliation surely were factors in how Miranda eventually brokered the merger, a letter written by Bob Pacheco, the Latino Chamber’s founder and president, to other Latino Chamber higher-ups, suggests Miranda played hardball as well — and may have used as much stealth as he did statecraft (a charge Miranda vehemently denies).

“During the past six weeks Bill Miranda and (Latino chamber treasurer) Marlon Roa conducted meetings and negotiations with members of the Santa Clarita Chamber of Commerce (SCOC) to close down and terminate our SCV Latino Chamber of Commerce,” Pacheco wrote on Jan. 14, 2015, in an email obtained by The Signal.

Then, in two underlined sentences, Pacheco continued, “As President and Founder, I was not informed or involved with these negotiations until last week. Therefore, this action was taken by Bill and Marlon, not the executive committee.”

Pacheco went on to tell the Latino Chamber higher-ups, “Bill and Marlon requested that this action be discussed and a vote taken on Friday (Jan. 16, 2015)’’ – which Pacheco cited as a planning meeting, not a regular meeting, before adding, “A vote is only valid at a regularly scheduled Board meeting per our bylaws.’’

“In LCOC bylaws, dissolution and termination of the LCOC is not a power granted to the Board of Directors,” Pacheco also wrote. “We need legal clarification to determine if the Board is authorized to terminate the corporation. Also, IRS, FTB, Secretary of state (sic) and Attorney must approve written plan of dissolution. This normally takes at least six months.”

Miranda, asked this week about the Pacheco letter, insisted that he and the other Latino Chamber board members acted within the bylaws – that, in fact, they heeded Pacheco’s warning and did not vote on the merger until the next regular meeting, on Jan. 20, 2015.

Two days later, after a vote that Miranda recalled as 6-3 in favor of the merger, Miranda wrote a letter to all Latino Chamber members, saying he was “happy to announce the merger of our chamber with the SCV Chamber of Commerce.”

Miranda indicated that, in Pacheco’s letter, Pacheco was being an obstructionist, wanting the Latino Chamber that he was key in founding not to lose its independent identity.

“He (Pacheco) was frankly doing everything he could to stall the vote because he knew the board was in favor of the merger,’’ Miranda told The Signal.

“By the way, Mr. Pacheco had been going through some serious medical issues through most of his time with the Chamber,’’ Miranda added. “For four years, he was not an active member of the chamber. Well, I don’t want to say he wasn’t an active member – he was basically in and out of the chamber due to his medical condition.’’

Was that the reason Pacheco was kept out of the loop until late in the merger process, as he alleged in the letter?

“He wasn’t kept out of the loop,’’ Miranda said. “The Executive Committee … we tried to meet every week, and Bob had been through some medical issues, so Bob missed a few meetings.’’

Miranda recalled that, in December 2014, “when the (SCV) chamber reached out to us, they reached out to Marlon (Roa) and me — they asked us to come over to a meeting regarding the possibility (of a merger).’’

“So there was nothing to report – we had this meeting, and then it got very serious very quickly, and at that point we did tell Bob.’’

Miranda added, “He was upset. Bob’s a very passionate guy. He loves the Latino culture, he’s very passionate about what we did. Would that he could have been as passionate about the previous four years as he was at the end, but he was ill and I understand.’’

Since the merger, former Latino Chamber colleagues have lost touch with Pacheco. The Signal made numerous attempts to reach him in recent days at his most recently known phone numbers and email address, but there were no replies.

Miranda said one big reason for the merger was that the Latino Chamber was “at the stage where, to sustain ourselves, we would have needed infrastructure. … We got to the point where we needed office space, an administrator, and we were not in position to do that. When the merger opportunity came up, I said, this makes sense.’’

Other former members indicated that, in its last days, the Chamber seemed somewhat adrift – though Pacheco, in his letter, was not one of them, saying, “Our best year was 2014.”

Roa, the one-time Latino Chamber treasurer, told The Signal, “We were losing sponsors, and a lot were the same sponsors that were sponsors at the (larger SCV) chamber. … We were just overlapping a lot. It made sense, they had the infrastructure.’’

Former Latino Chamber Board of Directors member Martin Rodriguez, who also supported the merger, said a third factor in the Latino Chamber’s demise was that it “didn’t have the right governing structure in place.’’

“We had Bill Miranda running the show with Bob Pacheco,’’ he said. “They were they lead guys in the organization, but what happened was there wasn’t any ongoing recruiting of board members or changing over the presidency seat.

“It was the same guys at the top. It wasn’t till the last year, when Pacheco was getting sick, and Miranda and Roa stepped up (that changes were pursued).’’

Rodriguez added, “More than anything, it was a lack of governance structure (that led to the dissolution and merger) … meaning, we had bylaws, but the bylaws weren’t very detailed in the day-to-day operations, meaning, how long should the term of president be, things like that.’’

Gloria Mercado-Fortine was a Board of Directors member until she resigned in November 2014. Asked why she resigned, she said only, “I had a lot of things on my plate, and what I saw was that the Latino Chamber needed, over time, full-time professional leadership to properly run the chamber.’’

Anna Frutos-Sanchez, a Latino Chamber Board of Advisors member, said, “There was a need for the chambers to merge. When I became a member of the (Latino) chamber, there was a divide in some of the sponsorships in the Latino business sector.’’

Henry Rodriguez, another member of the Latino Chamber’s Board of Directors, declined to comment on the situation. Board of Directors member Patsy Ayala and Board Secretary Patricia Lara Ladd did not return phone calls.

When the merger did come off, the Latino Chamber transferred its assets to the SCV Chamber and got three seats on the SCV Chamber’s board – one of which went to Miranda. Per Chamber rules, he recently resigned that Chamber seat when he became a City Councilman.

 

kkenney@signalscv.com

(661) 287-5525

 

About the author

Kevin Kenney

Kevin Kenney

Over 30-plus years, Kevin Kenney has been a writer and editor for United Press International, the New York Post and Fox Sports, among other outlets. He joined The Signal in 2016.

  • Steve Petzold

    A very good article by Kevin Kenney.

Kevin Kenney

Kevin Kenney

Over 30-plus years, Kevin Kenney has been a writer and editor for United Press International, the New York Post and Fox Sports, among other outlets. He joined The Signal in 2016.