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Notice: Minneapolis NAACP Special Exec. Ctte. Meeting   |   Breeding, Overton, and Reed must go

Breeding, Overton, and Reed must go
Subj:     Report to NAACP branch Exec. Ctte (for 3-17-05 special meeting)
Date:     3/16/2005 6:17:13 AM Central Standard Time
From:     Socialist2001
To:     mpls@mnforum.org

Report prepared for the March 17, 2005 Special Meeting
of the Minneapolis NAACP Branch Executive Committee
by Doug Mann, 16 March 2005

In the body of this report I will offer evidence which shows that

     A) The 2004 year end reports and financial reviews for the Minneapolis NAACP Branch and Parent Information Centers have not been submitted to the Branch Executive Committee. Duane Reed, Branch President, and Jesse Overton, Treasurer have been noncompliant with findings of a contract employee, Mr. Jamal, who reviewed financial books and records of the Minneapolis NAACP Branch and PIC. The Treasurers report of January 21, 2005 indicated that a report by Mr. Jamal to the branch EC was being prepared.

     B). Duane Reed and Jesse Overton have further contaminated their offices by failing to comply with Minnesota Statute 317A.461 subdivision 1 (Nonprofit Corporations, Books and records; financial statement) by not keeping books and records at the branch's registered office, and have also violated MN statute 317A.461 subdivisions 2 & 3 by refusing to allow branch EC members to inspect books and records of the Minneapolis NAACP Branch and Parent Information Centers.

    C) Branch Administrator Carl Breeding has repeatedly withheld information from and lied to the branch membership and the new executive committee (term of office beginning January 2005) in relation to operations of the NAACP Branch and Parent Information Centers. Mr. Breeding also assisted the outgoing branch EC and PIC advisory committee to assist the PIC, inc. (incorporated Oct. 22, 2004) to fraudulently obtain a $400,000 state grant contract for the calendar year 2005.

Recommendation:
Send an open letter to Dennis Hayes, NAACP President / CEO, requesting

1) That Mr. Hayes use his authority to immediately relieve Carl Breeding of his duties as branch administrator, and to immediately relieve Jesse Overton and Duane Reed of their duties as branch officers pending a full investigation of matters described in this report.

2) That Mr. Hayes use his authority to see that a full, forensic audit of the branch and PIC books and records be done.

BODY OF REPORT

      A) The 2004 year end reports and financial reviews for the Minneapolis NAACP Branch and Parent Information Centers have not been submitted to the Branch Executive Committee.

1) "The year end report and the Unit financial records are being processed by MAP [Management Assistance Program]. A request has been made for the Parent Information Center books to be turn[ed] over to the treasurer." - Minneapolis NAACP branch Treasurers report, dated January 21, 2005

2) At an irregularly called meeting of Executive Committee members on February 8, 2005, Mr. Jamal (MAP) and Treasurer Jesse Overton reported that they had reviewed financial books and records of the Branch and Parent Information Centers. Jamal and Overton orally presented their findings at the February 8 meeting, but did not submit (written) reports to duly called meetings of the Branch EC on Feb. 11, 2005 and Feb. 25, 2005. - Source: Report to Special Meeting of the Minneapolis Branch Executive Committee, Feb. 25, 2005.

3) The Minneapolis NAACP Parent Information Centers 2004 year end report, by Beverly Propes, Dated January 31, 2005, was distributed at the irregularly called EC meeting of February 8, 2005, but not at the duly called EC meeting on February 11, 2005. - Sources: Notes from EC meeting of Feb. 25, 2005; Conversation with Carol White on March 7, 2004 (just after Ms. White noticed the 2004 year end report in a small pile of things to be filed).  

      B). Duane Reed, Branch President, and Jesse Overton, Treasurer, have knowingly failed to comply with Minnesota Statute 317A.461 subdivision 1 (Nonprofit Corporations, Books and records; financial statement) by not keeping books and records at the branch's registered office, and have violated MN statute 317A.461 subdivisions 2 & 3 by refusing to allow EC members to inspect books and records of the Minneapolis NAACP Branch and Parent Information Centers.
1) "The Treasurer has so informed the President that arrangements must be made to return the financial records to the South Office, which were moved by the previous Unit administration to the Plymouth Avenue North office..." - Treasurers Report of January 21, 2005.

2) On February 12, 2005 the branch membership approved a motion to authorize the expenditure of up to $150 to move all NAACP property out of the Plymouth Avenue North office. Booker T. Hodges IV, 2nd Vice President accepted the assignment, to be completed by February 2005. - from notes taken at the Feb. 12, 2005 branch meeting

3) The Minneapolis NAACP Branch EC, meeting in special session on February 25, 2005, passed a motion to instruct the Branch President to make all Parent Information Center books and records available for inspection by any member of the EC on March 4, 2005 at 7:00 PM.  -  EC meeting minutes, February 25, 2005

4) "...In the presence of 7 other executive committee members on March 4, 2005, Jesse Overton, the branch treasurer stated that he has NAACP Parent Information Center books and records for 2003 and 2004 in his personal possession, and that branch records prior to 2003 are at another site [The Plymouth Avenue North office]...Branch Treasurer Jesse Overton provided a small selection of documents and led a discussion..."  - Minneapolis NAACP branch officers obstruct EC investigation, by Doug Mann, Email posted to the Minneapolis issues list and forwarded to Duane Reed, Jesse Overton, Carl Breeding, and others on March 5, 2005.  

       C) Branch Administrator Carl Breeding has repeatedly withheld information from and lied to the branch membership and the new executive committee in relation to operations of the NAACP Branch and Parent Information Centers. Mr. Breeding also assisted the outgoing branch EC and PIC advisory committee to assist the PIC, inc. (incorporated Oct. 22, 2004) to fraudulently obtain a $400,000 state grant contract for the calendar year 2005.

1)  The NAACP bylaws state that "The Executive Committee shall have general control of the affairs and program of the Unit [Branch], subject to the authority of the Unit and the provisions of the Constitution and approved bylaws." Officers may not act independently of the EC, the EC may not act independently of the branch membership.

2) With approval from Carl Breeding, Duane Reed and Jesse Overton are moving forward with a PIC close-out plan without permission from the Executive Committee. The plan includes the hiring of an auditor by the NAACP branch without seeking prior approval from the Branch EC or branch membership. - Minneapolis NAACP officers cut a deal, bypass Executive Committee (Text of a letter from Duane Reed, Minneapolis NAACP branch president to Ms. Marceline Dubose, Department of Education, project manager for the Parent Information Centers) http://www.educationright.com/id447.htm

3) Under a Lever 2 administratorship, the branch administrator has broad authority to see that NAACP policies and bylaws are followed, including the delegation of duties and tasks as appropriate.  The Minneapolis NAACP branch membership has repeatedly demanded an audit of the branch's books, and since his appointment as branch administrator, Carl Breeding has had the authority to get an outside audit done.

4) Mr. Breeding has been informed of, and has evidently sanctioned alleged misconduct by officers of the branch described in Sections A and B of this report.
5). Three paragraphs (pasted below) from the letter dated January 31, 2005 from PIC board chair Beverly Propes to project manager Marceline Dubose (MN department of Education), RE: Minneapolis NAACP Parent Information Centers 2004 Year end report
"In August, the PIC Steering Committee held a retreat, met with Mr. Carl Breeding, National NAACP administrator, and you to clarify a direction for the PIC that would foster the mutual goal to provide school choice for Minneapolis families. At the August Minneapolis NAACP executive committee meeting, a report was presented to the executive committee members that the PIC was exploring establishing 501C3 status. Though there were several questions raised, there was also encouragement expressed and agreement that the NAACP advocated for civil rights not social services.

"In September, the PIC committee work commenced to establish 501C3 status, and to develop a new proposal for 2005 state funding as the Minneapolis Parent Information Centers', Inc. In October a new governing structure for the PIC was approved and Development, Program/Evaluation and Personnel committees were formed to facilitate and advance the work for development of the new entity. Mr. Carl L. Breeding, Administrator was briefed weekly of PIC activities and written activity reports were provided to the executive committee at their monthly meetings in September and October.

"On October 22, 2004, the state approved the 501C3 application for the Minneapolis Parent Information Centers' Inc.!!!! By November 30, 2004 a new program plan and budget was submitted to the Office of Choice and Innovation."

6) "Move: Metoyer that we get a complete report form PIC  next month; passed by consensus." - Minutes, Minneapolis Branch NAACP General Membership Meeting, September 25, 2004  

7) [Full Text] October 2004 PIC report

A meeting to discuss the northside lease is being scheduled by the Urban League CEO Clarence Hightower. At a meeting in September we discussed needs to share expenses for utilities, security, and maintenance costs. Additionally the issue of mold in various areas on the lower level could present health hazards for families, users, and staff. We expected to meet with Mr. Hightower before the end of the month.
The PIC held a parent information meeting for PIC registered parents on October 7, 2004. Parent Advisory member, Beverly Middlebrook presented a parent-teacher tool she uses for her children that keeps her aware of how her children are doing in school. Parents as a group expressed their appreciation for the help received by the PIC in finding a Choice school. One parent acknowledged that she has [returned] to the Minneapolis district after having her children in a charter school.

The PIC interview committee interviewed five candidates for the director position. A selection has been made, references will be checked and an offer letter sent before October 30th. We expect to have a director for the PIC Centers by December 1st.

Will be drafting a 2005 PIC program proposal due to the state by November 30th for funding in January.

PIC advisory members:
Beverly Propes
Josie Johnson
Sharon Glover
Virginia Richardson
Chandra Smith
Janis Sarles

8) At a meeting advertised as an annual NAACP membership meeting on December 11, 2004 Beverly Propes was introduced as chair of the Minneapolis Branch Education Committee, gave an oral report, and introduced a resolution for approval stating that the Minneapolis NAACP branch supports spinning off the Parent Information Centers and transferring the state grant for the NAACP PIC to the newly incorporated PIC.

9) In her oral report at the December 11 meeting, Ms. Propes failed to disclose the following information: Her status as PIC Inc. board chair, that a $400,000 state grant was at stake, that the decision to spin off the PIC was made in August, that the PIC's application for incorporation as a 501(c)3 was approved by the State on October 22, 2004, that application for a $400,000 grant was submitted on November 30, 2005, and that Mr. Carl Breeding was in charge of the NAACP PIC during the period from August to December 2004.

APPENDIX   
-------------------------------------------
Minneapolis NAACP branch officers obstruct EC investigation
http://www.educationright.com/id439.htm

Subj:     NAACP branch officers obstruct EC investigation
Date:     3/5/2005 3:50:41 PM Central Standard Time
From:     Socialist2001 (Doug Mann)
To:     mpls@mnforum.org

CC: Duane Reed, Jesse Overton, and other NAACP officers.
NAACP branch officers obstruct investigation by branch executive committee members.

There are not "complete and correct" records for the past 6 years as required by MN statute 317A.461 subdivision 1 at the registered office (310 E38th Street) of the Minneapolis NAACP branch. In the presence of 7 other executive committee members on March 4, 2005, Jesse Overton, the branch treasurer stated that he has NAACP Parent Information Center books and records for 2003 and 2004 in his personal possession, and that branch records prior to 2003 are at another site.

Eight members of the Minneapolis NAACP Branch Executive Committee instructed the branch president to see that NAACP PIC records be available for inspection by any member of the executive committee on March 4, 2005 at 7:00 PM. Branch Treasurer Jesse Overton offered a small selection of documents and led a discussion. That is not acceptable.

Branch president Duane Reed and Treasurer Overton are out of compliance with MN statute 317A.461, subdivisions 1-3. See MN statute 317A.461, pasted below my closing.

-Doug Mann, King Field
Minneapolis NAACP executive committee member-at-large
www.educationright.com

"Power doesn't take a step back in the face of a smile, or in the face of a prayer, or in the face of a loving nonviolent action.  Power only takes a step back in the face of greater power.  And power in defense of freedom is greater than power in defense of tyranny, because the power of a just cause is based on conviction, and leads to resolute and uncompromising action." --Malcolm X, "Prospects for Freedom," Militant Labor Forum, New York City, 7 January 1965
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Nonprofit Corporations, Books & Records; financial statement

[MN statute] 317A.461 Books and records; financial statement.

    Subdivision 1.    Articles and bylaws; minutes.  A corporation shall keep at its registered office correct and complete copies of its articles and bylaws, accounting records, voting agreements, and minutes of meetings of members, board of directors, and committees having any of the authority of the board of directors for the last six years.

    Subd. 2.    Inspection.  A member or a director, or the agent or attorney of a member or a director, may inspect all  documents referred to in subdivision 1 or 3 for any proper purpose at any reasonable time.  A proper purpose is one reasonably related to the person's interest as a member or director of the corporation.

    Subd. 3.    Financial statement.  Upon request, a corporation shall give the member or the director a statement showing the financial result of all operations and transactions affecting income and surplus during its last annual accounting period and a balance sheet containing a summary of its assets and liabilities as of the closing date of the accounting period.

    Subd. 4.    Other use prohibited.  A member or director who has gained access under this section to any corporate record may not use or furnish to another for use the corporate record or a portion of the contents for any purpose other than a proper purpose.  Upon application of the corporation, a court may issue a protective order or order other relief as may be necessary to enforce the provisions of this subdivision.

    Subd. 5.    Cost of copies.  The corporation may charge the requesting party a reasonable fee to cover the expenses of providing copies of documents under this section.  

    Subd. 6.    Computerized records.  The records maintained by a corporation may use any information storage technique, even though the technique makes them illegible visually, if the records can be converted accurately and within a reasonable time into a form that is legible visually and whose contents are assembled by related subject matter to permit convenient use by people in the normal course of business.  A corporation shall convert any of the records referred to in subdivision 1 or 3 upon the request of a person entitled to inspect them, and the expense of the conversion must be borne by the person who bears the expense of copying under subdivision  5.  A copy of the conversion is admissible in evidence, and must be accepted for all other purposes, to the same extent as the existing or original records would be if they were legible visually.  

    Subd. 7.    Remedies.  A member or a director who is wrongfully denied access to or copies of documents under this section may bring an action for injunctive relief, damages, and costs and reasonable attorney fees.

    HIST: 1989 c 304 s 79; 1992 c 503 s 12

Copyright 2004 by the Office of Revisor of Statutes, State of Minnesota.
http://www.revisor.leg.state.mn.us/stats/317A/461.html


Notice: Special Meeting, Minneapolis NAACP Branch Exec. Ctte
Scheduled for Thursday, March 17, 2005 7:00 PM