A Look at the Myers, et. al., “Resolution”

The resolution presented at the April 8th JACC board meeting said, in part:

I am offering the following RESOLUTION: it should be mailed to all directors:

1. On January 15, 2009, Michael Kip Browne, Anne McCandless, P.J. Hubbard, and Robert Hodson held a non-regular, unpublicized, secret, unlawful, non-authorized or otherwise improper meeting of the board of directors. Only certain members were called by telephone, it was not an actual meeting, it did not pass muster under the by-laws for special meetings, and there was an effort not to call and/or not to reach board members that these individuals thought would vote against their effort to change the signatories on the Franklin Bank account.

All those who voted at the improper meeting (and it was obvious it was improper), are also identified as having engaged in misconduct: Daniel Rother; Vladamir Monroe; Tyrone Jaramillo; Dave Haddy; Todd Heintz; and Keith Reitman.

What was the board “meeting” on January 15th all about?  If you recall, it was at the January 14th regularly scheduled board meeting that new officers were elected (and this is the subject of the Myers, et. al., lawsuit currently before Judge Porter).  The next morning, one of those new officers went to the JACC offices and discovered that sometime in the preceding 12 hours, someone had entered the offices with a key and stolen JACC’s two computers, the printer and the organization’s checkbook.  Police were called and a report filed.

Now, if you were a board officer in this situation, what would you do?  Would you not take steps to protect the organization’s assets?  And what might those steps be?   Certainly to freeze the bank account.  But you have just been elected as an officer, and neither your nor your fellow newly-elected officers are on the signature card at the bank.  Your first order of business then, after reporting to the police, is to secure the funds and to do that you must get new signatures on the account at the bank.  Bylaws might dictate a process for calling a special board meeting, but that process requires several days notice.  Meanwhile, JACC has $40,000 sitting unprotected in the bank.  Following the bylaw process while some unknown person(s) cleans out the bank account would be regarded as negligent by most of us.  Can you just hear the outrage at the next board meeting:  “What do you mean you waited 3 days to have a meeting?  You just let people walk away with $40,000 and did nothing to stop it?”

Instead, the board secretary called every single board member except one to notify them of the need for an emergency resolution to protect JACC’s funds.  Voice mail was left with any that did not answer their phones.  The secretary received replies from two-thirds of the board members (two-thirds!!!) who agreed with the resolution.  The resolution was affirmed at the next regular board meeting.

There was nothing illegal here.  The first and foremost duty of any member of a non-profit board of directors is to protect and preserve the assets of the organization.  In this case, the board acted with due diligence to prevent loss of $40,000.

And who was the one board member who was not called?  It was Ben Myers.  Mr. Myers is suing the current board officers, which makes it difficult for them to contact him without risking further legal repercussions.  Further, Mr. Myers has told some members of the board’s executive committee that they are not to contact him under any circumstances.  Seems to me that Mr. Myers is now complaining that people followed his instructions.

And why was he so upset about this board action?  Because Mr. Myers began signing checks against the JACC account as soon as the checkbook disappeared (which tells you who took JACC’s equipment and checkbook, doesn’t it?).  There was a check to a woman who apparently helped them do some tasks, a check for $1,350 to Jerry Moore.  And Mr. Myers attempted to authorize another check for $1,000 (to whom, we don’t know) but the account was firmly under control by the new board at that time and that check did not go through.

So you be the judge.  Did the JACC board act in good faith to protect the organization’s assets or, as Mr. Myers asserts, should they have done things a bit more leisurely and allowed Mr. Myers and Mr. Moore to write all the checks they wanted against the neighborhood’s funds?  Based on the thousands of dollars in unpaid bills that have been discovered since the new officers took over, I am fairly confident that Mr. Myers and Mr. Moore were not intent on using the funds to benefit the organization.

[Added later as an afterthought on 4/13:  This is really ironic.  One of the oft-heard complaints (and grievances) against Ben Myers was that he held so many closed and secret meetings of the board and executive committee.  For the first year of his term as board chair, the executive committee, meeting without public notice, made most of the board decisions.  He didn’t seem to think there was anything wrong when he routinely did what he accuses the new board of doing under emergency circumstances.]

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