RELO000003211Stephanie Mash fnkinch Fe: Revised Board Agende for 9/6 “Thursday, September 05, 2013 4:50:55 PM ‘Attachments: BOD Anend 946-13 v3.dooe Resending to the whole team. Forwarded message -- From: Stephanie Mash Date: Thu, Sep 5, 2013 at 4:48 PM Subject: Revised Board Agenda for 9/6 To: Mayor Johnson Cc: Aisha Lowe , Mariah Sheriff , Astrid Mirazo Mayor, Attached and below is the revised Board Agenda. I am waiting to hear back from Valarie on whether you need to read all of the resolution text into the record. I have put the language in brackets for now. Astrid will arrange to have a copy ready for you when you arrive in LA. Thank you, Stephanie High level update 2. Thanks for being on the call today. 2 Over the summer, the Special Task Force and our attorneys have been very active. We have done our best to send you email updates in real time. ? Last week, the court heard a number of matters and issued three related orders (not to destroy records ? related to contempt motion, discovery and set court date for Dec 13**, and attorneys? fees). ? The court DID NOT issue a ruling on the contempt motion. © Vanessa Williams sent an email to the Board, inaccurately spinning the court orders as a ?win? for her side2. Thave heard from many of you who have called for Vanessa?s resignation, and for us to pursue civil action, or even criminal action. 2 Vanessa has refused to resign despite a letter signed by 21 board members asking her to do so. ? Given these circumstances, the Special Task Force convened on Wednesday, and the majority of those members (Who are present on this call) recommend that you take the following action today: © Terminate Vanessa Williams?s employment, and © Give our attorneys Ballard Spahr authority to initiate a civil lawsuit ? at the appropriate time - against Vanessa to reclaim the money she appears to have misappropriated ($600k). 2. These actions will allow us to move forward, and not be held hostage by Vanessa?s refusal to step aside in the best interests of NCBM. 1) Quorum 2. Based on the records submitted to the Court by Vanessa and our own confirmations of dues payments, our attorneys have determined that there are 26 board members in good standing, and we need 14 mayors for quorum. Let?s take Roll Call: Mayor Present Mayor Present 1 | Kevin Johnson yes [16 | Antonio Blue 2__| Wiliam A. Bell 17 | Michael Blunt 3__ | Wiliam V. Bel 18 | Robert Bowser 4_[ Steve Benjamin 19 [Lary Bryant 35 __| Edward Brown 20 [Johnny Dupree 6 [Johnny Ford 21 [James Knox 7__| Patrick Green 22__[John Marks __| Hilliard Hampton 23 __[ John Overton 9 | Willams Johnson 24__| Kasim Reed 10 | Dwight Jones 25__| Gary Richard T_| AC Wharton 26 _| Frank Wilson 12_ | John White 13_| Teny Wright 14_| Michael Wolfe 15 | Frederick Vates Z|2 We have [15], mayors on the line, therefore, we have a quorum to conduct business. 2) Court ? Summary o Last week the Judge took testimony on the contempt motion and attorneys? fees and held a status conference on the preliminary injunction, ‘© The next day, the Judge issued 3 orders: 1) No destroying records ? elated to contempt motion, 2) The court date for governance matters will be December 13" at 9:30 AM, and 3) no attorneys fee because Ballard Spahr is providing services pro bono. The orders WERE NOT a win for Vanessa. 2 Motion for Contempt: o The Judge HAS NOT yet ruled on contempt. We expect him to do so in the upcoming weeks, © During last week?s hearing, Vanessa?s testimony demonstrated that she HAD NOT complied with Judge Brasher?s July 15" order to produce documents. © Vanessa?s failure to comply with the Judge?s order could result in jail time or civil penalties when the judge issues his ruling. © The Judge appointed Glass Ratner as the court?s official auditor to gather more NCBM records and documents. Glass Ratner was already providing NCBM pro bono services to conduct a full forensic audit. ? Preliminary Injunction ‘© The court ordered that the hearing for all governance matters luding validating the election will be on December 13** at 0 AM. o For the next 60 days (until the end of October) our attorneys will be conducting discovery - gathering evidence, requesting documents, and taking depositions (Mayor Bowser, Vanessa and NCBM staff). 2 Attorney?s fees © While the judge already ordered Vanessa Williams and Mayor Bowser to pay our attorneys? fees that were incurred, the Judge later ruled that he could not award attorney?s fees ONLY because our3) Today?s Actions ? We fully expect that we will prevail in December and that the Court will validate the election (our attorneys will explain in further detail), but it is important to take action today to pressure Vanessa to step aside and allow us to run the organization as needed. ? Today, we are asking you to consider action to 1) Terminate Vanessa and 2) Authorize our attorneys to file civil charges at the appropriate time. 2 Vanessa may not recognize our actions today because she does not acknowledge the validity of the election © It is still import for us to terminate her prior to Colombia to send the international partners a message © International partners indicated that she said she has ?won? the case and that she is starting her own mayors? organization after the Colombia summit 2 So that we are on all the same page, I have invited Valarie Allen from Ballard Spahr to give you the legal opinion of our Ballard team as to why the election was in fact valid and in substantial compliance with our bylaws. [Valerie Speaks}4) Discussion / Q&A 2. At this time, I?d like to address any questions that mayors have regarding the above updates 2 Our Ballard team is available for questions © David and BJay-court proceedings © Valarie ? elections © Anyone else? Uohnny Ford will call for an end to the Questions} 5) Call for Action ? [Read This Section Word-for-Word, per Ballard] 7 We have [15] mayors present on the phone, therefore, we have a quorum in satisfaction of the NCBM Bylaws. 2 For purposes of the record, | will be reading the resolution of the board and today?s actions verbatim 2 [The resolution reads as follows: © It is the determination of the Board of Directors of NCBM that Vanessa Williams has failed over a sustained period of several years to fulfill core duties and responsibilities of the Executive Director of NCBM, including without limitation, those specifically delineated in Section 5.14 of the Bylaws as follows: (© Submission of an annual budget for the approval of the Board of Directors, © Selection, employment, control, and discharge of employees, and primary responsibility for the ‘administration of the personnel policies and procedures of the Corporation, ‘© Management of the business affairs of the Corporation ta the end that funds are collected and expended to the best possible advantage, consistent with the purposes of the Corporation. (© Presentation to the Board of Directors or to its authorized Committee, of periodic reports reflecting the financial condition of the Corporation and preparation and submission of such other reports as may be requested by the Board of Directors. (© Attendance at all meetings of the Board of Directors and Committees thereof, except asotherwise directed. © It is further determined, based on the preliminary report of the Glass- Ratner, the court-appointed forensic auditor, and admissions by Vanessa Williams herself, that Ms. Williams has made withdrawals from NCBM and The NCBM Title Company accounts for her use expenditures totaling at least ‘$623,000 since 2010 and has not provided proper documentation related to the proper business purpose of these expenditures. © It is further determined that such withdrawals and expenditures were made without the approval of the Board of Directors of NCBM. © It is further determined that Vanessa Williams bound the NCBM with liabilities to third parties without proper authorization from the Board of Directors, © It is further determined that Vanessa Williams entered into contracts which violate conflict of interest provisions of the NCBM's Bylaws without authorization from the Board of Directors. 2 In light of the facts just outlined, the Board of Directors will be considering two actions: 1) to terminate Vanessa?s employment and 2) authorize the Special Task Force to engage Ballard Spahr to bring civil charges at the appropriate time.) FIRST ACTION ‘The first action reads as follows © The Board of Directors of NCBM approves and directs that Ms. Williams shall be terminated as Executive Director of the NCBM effective immediately, The Board of Directors further authorizes and directs Mayor Kevin Johnson, as President of the NCBM, to effectuate such termination. The Board of Directors further authorizes and directs the Special Task Force to take any actions that the Special Task Force shall deem appropriate to prevent Ms. Williams from holding herself out in any way as affiliated with or representing NCBM or any affiliated organization of NCBM, including without limitation engaging Ballard Spahr LLP to initiate legal action, in its own name and in the name of NCBM, 2 Who will motion to vote on this action? [Mayor Johnson moves to vote on this action] 2 Who will second this action? [Mayor Green moves to second this action) 2 Roll call on the vote to terminate Vanessa?s employment: Mayor ‘Aye | Nay ‘Mayor Aye [Nav 1__ | Kevin Johnson’ yes [16 | Antonio Blue2_ [William a. Bell 17_| Michael Blunt 3_| William V.Bel 18 _ | Robert Bowser 4_| Steve Benjamin 19 _| Larry Bryant S| Edward Brown 20__| Johnny Dupree 6 | Johnny Fora 21 [James Knox 7_ [Patrick Green 22 [John Marks @_| Hiliard Hampton 23_[John Overton 3__ [William Johnson 24 | Kasim Reed 70 | Dwight Jones 25_[ Gary Richard a1_[ AC Wharton 26_| Frank Wilson 12__| John White 33 [Terry Wright 14_| Michael Wolfe 15 | Frederick Yates The ?Ayes? have it, and the motion to terminate Vanessa?s employment has passed. SECOND ACTION The second action reads as follows: © The Board of Directors authorizes the Special Task Force to engage Ballard Spahr LLP to bring such civil claims against Vanessa Williams as the Special Task Force shall deem necessary, subject to the final report issued by the court-appointed forensic auditor, Glass-Ratner, to recover damages from Ms williams. 7 Who will motion to vote on this action? [Mayor Johnson moves to second this action} 2 Who will second this action? [Mayor Green moves to second this action] 2 Roll call on the vote to authorize the Special Task Force to engage with Ballard Spahr to pursue civil charges against Vanessa: Mayor aye [Nay Mayor Aye | Nay 1 _| Kevin Johnson Yes [16 [Antonio Blue 2_| William A. Bell 17 _| Michael Blunt 3__| Wiliam V-Beir i8 | Robert Bowser 4 _| Steve Benjamin 39 _[ Lary Bryant 5__| Edward Brown 20__[ Johnny Dupree 6 _[ Johnny Ford 21_ [James Knox 7 | Patrick Green 2John Marks I John Overton Kasim Reed Gary Rich Frank Wilson 8 _| Hilliard Hampton | 9 _ | William Johnson | Dwight Jones 71_| AC Wharton 32_| John White 13 _| Terry Wright 14_| Michael wolfe 15 _| Frederick Yates _ | 2 The Ayes? have it, and the motion to authorize the STF to engage Ballard Spahr to pursue civil charges against Vanessa has passed, 6) Public Relations 2 After today?s meeting we will issue a press release to let the public know that we have terminated Vanessa and that we are moving forward to get our house in order. 2 [OPTIONAL] As you are aware, local Atlanta news outlets have already run stories on our call for Vanessa?s resignation and the court proceeding including Fox, the Atlanta Journal-Constitution (largest paper) and the Atlanta Daily World (black Paper). 7) Next Steps ? Between now and our next board meeting: Friday, Sept. 13 the Westin Birmingham we plan to: © Establish a temporary mailing address, Set-up a temporary phone line, and Identify candidates to serve as interim executive director 2. My team will be in touch with more details on the Board Meeting in Birmingham. Please RSVP by notifying my team if you will be joining in person or dialing in. You received this message because you are subscribed to the Google Groups "OMKINCBM" group. To unsubscribe from this group and stop receiving emails from it, send an email to ‘omkjncbm-+unsubscribe@googlegroups.com. For more options, visit https://aroups.google.com/groups/opt_out.