More details are emerging over the rift that has grown in a decades-long partnership between three of Wyoming’s most prominent history groups, the Wyoming Historical Society, Wyoming Historical Foundation, and WyoHistory.Org. Records show problems leading to their split began much earlier than February, as first reported.
According to records with the Secretary of State’s office, the Wyoming Historical Society failed to file its tax statement by the Oct. 1 deadline last year. It was administratively dissolved on Dec. 9 as a result.
Wyoming Historical Society Executive Director Aley Philp did not respond to Cowboy State Daily’s questions about the split, but in a Dec. 19 email chain, obtained by Cowboy State Daily, Philp told then-president of the Society, Jessica Flock, that her group missed the deadline because Philp had only emailed the report to the Secretary of State, based on instructions from past director, Linda Fabian.
Philp had not realized that the report also needed to be filed online, too.
Philp also said in the email exchange that the Dec. 9 notice was the first indication she had there was any issues.
However, Flock pointed out that the Secretary of State actually sends out numerous notices ahead of the expiration of required paperwork, at 60, 30, and 15 days before, as well as on the past-due date itself.
Flock also pointed out other problems. Fabian was still listed as the Society’s registered agent instead of Philp on paperwork. Members who had resigned were also still listed as officers including Sandy Holyoak, who had stepped down in 2023.
Printer Issues
During the same email chain, tension, as well as trust issues and questions over autonomy, surfaced over the details of a printer contract with Philp’s company, which quickly grew from a small issue into one that involved board members.
The printer was contracted by the Wyoming Historical Society through PH Consulting, LLC – an entity that Flock discovered had been administratively dissolved in April 2024.
“It appears that the annual report for PH Consulting LLC hasn’t been completed, and PH Consulting LLC has been inactive/administratively dissolved since April 2024,” Flock wrote in an email to Philp. “It’s unclear to me how this might affect the WHS but seems like an important component of the business relationship between your personal business and the Society to have remedied. Thank you for your attention to this matter.
“Thank you for taking care of these important components of the business software the WHS.”
Philp replied that PH Consulting, LLC had indeed been dissolved in April 2024 due to personal financial reasons, but that PH Consulting still exists, and that “the new contract for the use of the printer reflects that change, along with the change in pricing with the updated anticipated usage.”
That confused Flock, who said she wasn’t aware of a new contract having been signed with a PH Consulting, no LLC.
“After conducting a business search of the Wyoming Secretary of State’s office, there does not appear to be a business entity for PH Consulting,” Flock wrote. “Would you please send us verification of the existence of PH Consulting?”
Flock also wondered when WHS had agreed to pay more per month for using Philp’s personal printer.
“This is something that should have been brought to the attention of the Executive Committee (EC) to vote on,” she said. “The use of your printer at the main office was one of the concerns outlined in the 25-point plan, and needs to be addressed with the members of the EC. I’m surprised to learn that a new contract was created and signed without any discussion. According to bylaws, only the EC can enter into contractual agreements.”
Things Take A Turn
Discussion of the matter appeared to quickly deteriorate from there.
“PH Consulting is a personal business matter,” Philp replied. “Frankly, my personal finances and taxes are not really the business of you or the Society. However, for your clarification, according to my accountant, legally and for tax purposes, I do not have to have an EIN any longer, nor be registered with the Secretary of State, as the amount of money I earn from PH Consulting is far below the threshold.”
Philp went on to state that Flock had misunderstood what she was saying, and that the new contract was a proposed contract that had been passed along to the Management and Oversight committee for review before deciding whether to pass it along to the Executive committee.
“Nothing has been signed or agreed to as of yet,” Philp said. “However, it is an incredibly beneficial piece of equipment to have access to, especially this week when we have been working on Chapter Membership Reports and Renewal letters and their subsequent mailings.”
Philp said the new contract is less than $100 per month, a cost she said would be five times greater at a print shop like Kinkos for the same level of printing.
Flock, in her response, told Philp it would be important to clarify the business relationship before continuing to rent the printer, and that the Executive Committee really needed to see a comprehensive comparison of printing costs before deciding whether to sign the new contract, or continue renting Philp’s device.
Flock then formally recommended to her fellow board members that the Wyoming Historical Society stop using Philp’s printer, until all issues have been resolved.
Cheaper Options
In an email chain between board members discussing printer options, Deb Davidson, then a board member, said she wasn’t comfortable with continuing to rent Philp’s printer.
Flock, meanwhile, said her research of printer costs showed the Society could buy its own printer for between $400 to $1,000 — less cost than renting Philp’s.
A month later, Wyoming Historical Society minutes show Flock discussing an audit of the Society’s finances, at the request of and with help from Wyoming Historical Foundation. The motion to complete an audit was unanimously in favor.
The board also agreed to continue using Philp’s printer through the end of February, but to revisit the matter after more information was available about the best course of action. This motion also passed unanimously.
One month later, however, Flock, Davidson, and one other member would resign in protest, leaving the Wyoming Historical Society’s Executive Committee with just four members — not enough for a quorum.
That led to an emergency meeting to appoint a fifth member, so the group could field a quorum and function, as well as severing the relationship with its longtime fundraising arm, the Wyoming Historical Foundation. Bylaw changes that have since been questioned by more than 150 of Wyoming Historical Society’s members in a statement of no confidence soon followed that, furthering the break.
Things since have turned so acrimonious, some members are now only discussing matters through attorneys, and it appears that the fissures between the groups could be permanent.
Renée Jean can be reached at renee@cowboystatedaily.com.
