by George E. Curry
WASHINGTON – After accepting a determination by the attorney for the National Conference of Blacks Mayors that the organization’s May 30 election in Atlanta was invalid, more than half of the board members in good standing have written to Sacramento Mayor Kevin Johnson directing him to “table all matters” until the board meets again, according to documents obtained by the National Newspaper Publishers Association News Service.
Johnson was elected president of the NCBM at that election, but since the election was declared invalid, the board of directors in place at the time of the election has resumed control of the organization until a new election can be held, probably in September.
Efforts to reach Johnson for comment via telephone, text and email were unsuccessful.
A board meeting is scheduled for this Friday in Atlanta. At the meeting, it is expected that the board of directors will set a date for the new elections.
The internal documents obtained by the NNPA, whose authenticity was verified by several board members, detail an election that violated at least four provisions of the group’s bylaws and an ongoing clash between Ballard Spahr, a Philadelphia-based law firm brought in by Johnson, and General Counsel Susan “Sue” Winchester of Beverly Hills, Calif. and Atlanta-based Executive Director Vanessa R. Williams.
Moreover, interviews with more than a half-dozen board members revealed a deep split between the board and Johnson, who has used Ballard Spahr and a special task force appointed by him – he serves as its chairman – to carry out many of the duties normally undertaken by the board of directors.
In a memorandum to the National Conference of Black Mayors, dated June 13, Attorney Winchester wrote, “Mayor Otis Wallace, Esq., Parliamentarian of the National Conference of Black Mayors, Inc. (“NCBM”), has indicated to me that he has received complaints from several Mayors about the election process during the 39th annual convention in Atlanta, GA. Mayor Wallace has requested me to review this matter. Accordingly, as General Counsel of NCBM, I am writing this memo pursuant to Mayor Wallace’s request and set forth below I address the specific issues that Mayor Wallace has identified.”
Among the complaints listed:
1) Several mayors voted who were not qualified to vote because they did not pay dues in a timely manner or didn’t pay them at all. (Section 2.6 of the NCBM bylaws states only mayors who were current at least 10 days prior to the opening plenary session of the annual convention are eligible to vote).
2) The Nominating Committee consisted of only one mayor (Section 5.3 (a) provides for five mayors serving on the Nominating Committee.)
3) Voting by voice vote and by hand were used (Section 5.3 (d) states that the election of officers shall be by secret ballot).
4) The election was not properly supervised (Section 5.3 (d) also states that a supervisor be appointed for the elections).
“Please note, the above does not constitute a complete list of all violations,” Winchester wrote. On the first page of her memo, the board attorney wrote in all capital letters: THE BOARD AND OFFICERS OF NCBM UNDER THE LEADERSHIP OF PRESIDENT MAYOR BOWSER IS STILL EFFECTIVE AND VALID.”
In a telephone interview with the NNPA, Mayor Robert Bowser of East Orange, N.J. said he contacted Mayor Kevin Johnson to discuss Attorney Winchester’s memo, but Johnson had an aide return his call. Bowser said he declined to discuss NCBM business with any of Johnson’s subordinates.
In a June 14 letter to board members, Bowser said, “As members of the board, please be advised that you are not to recognize in any way, shape or form the purported election that occurred on May 30th as it was not in compliance with the bylaws. As members of the board we are not to recognize any calls and or meetings generated by individuals that were not properly elected.”
According to minutes of the May 31 Special Business meeting, supplied by one of Johnson’s supporters on the board, “President Johnson said that given the duties of the Board and in light of the many legal, financial and ethical challenges that NCBM has faced in recent years, it is incumbent on the new Board of Directors to undertake a serious forensic audit of the organization’s operations, finances and management in order to put the NCBM on the right footing.”
The minutes noted, “Upon a motion by Mayor Johnny Ford, which was seconded by Mayor Oliver Gilbert, the Board of Directors voted to delegate to the Special Task Force, the power of the Board for the following purposes: (1) to comprehensively investigate facts concerning NCBM’s 501 ( c ) (3) status, any litigation involving NCBM, and the financial and business affairs, obligations and duties of NCBM; (2) to supervise the management of the ordinary affairs of NCBM; and (3) to engage Ballard Spahr LLP, as its counsel, and such other professionals, and to take such other actions as the Special Task Force deems necessary and appropriate to accomplish these purposes. The motion passed unanimously.”
However, Miami Gardens, Fla. Mayor Oliver G. Gilbert, III, who seconded the motion to confer certain powers on the special task force, is not a board member, according to NCBM records.
The 16 board members – more than half of the 25 currently in good standing – who wrote to Johnson said, “Both the report and the minutes that were provided to the members of the board are not consistent with the discussion that was held regarding NCBM receiving assistance from Ballard Spahr during the membership meeting.”
In addition to the 16 members who signed the letter, at least four other board members are also supportive of the move to void the election, Bowser said.
According to emails obtained by the NNPA News Service, Valerie Allen, a partner in Ballard Spahr, first contacted Attorney Winchester by voicemail and email on June 5. The next day, Allen sent another email to Winchester demanding the immediate collection of NCBM “documents and information.” In what could be interpreted as a threat to Winchester’s ability to practice law in California, Allen wrote, “If you do not respond, as requested, we will be forced to pursue other avenues, including without limitation, seeking the assistance of the California Bar.”
The law firm filed for a temporary restraining order in Atlanta to obtain more than 30 NCBM records, but the judge did not issue an order and the matter was scheduled to be addressed in court this Wednesday.
According to Bowser, Kevin Johnson has attempted to micro manage Executive Director Williams, demanding that she not have any contact with any member of the news media, not pay any contract for more than $1,000 and not make any staff changes without prior authorization of the special task force.
However, in her memo to the board, Attorney Winchester stated, “…the invalid election provides additional reasons why the special task force is not valid and why Ballard Spahr has no authority to act on behalf of or represent NCBM in any capacity.”
In its letter to Kevin Johnson on June 20, the 16 board members said, “As members of the board we are very concerned about the recent activities of the Special Task Force and Ballard Spahr. We object to the recent tactics used by the law firm and do not approve of the way it is now handling the NCBM leadership and staff. Demands and actions are being taken that we as a board have not approved. The board of directors did not approve of Ballard Spahr filing papers in the Superior Court of Fulton County. If such filings have been made we ask that they be removed immediately; we did not approve of investigation of NCBM staff; we did not approve of any attempts to micro manage and/or limit the duties of the NCBM staff, nor did we approve of the removal of NCBM property nor were we made aware of or approve at any time the authority of the board of directors being given to a committee or third party. As a board we would not nor have we given to Ballard Spahr the authority to discipline and or terminate the contracts of NCBM staff. These measures are extreme and we certainly do not approve.”
The mayors also took issue with assertions made by Mayor Johnson in an op-ed he circulated to the board in advance of publication.
“The statement has been made that the Board of Directors just recently became aware of recent lawsuits against the organization and debt. This is not an entirely true statement,” the letter stated. “Under the leadership of both the immediate and past presidents, the boards of directors have been informed of the liabilities of the organization.”