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Report to the Executive Committee, Minneapolis NAACP Branch
And the issue of whether the Special EC meeting of 25 February 2005 was legal
Subj: NAACP branch: Report to (& legality of) Special EC meeting
Date: 3/6/2005 11:14:53 PM Central Standard Time
At meeting of 8 Minneapolis NAACP branch executive committee members on February 25, 2005, a report was submitted by EC member Carol White, who wrote:
"On February 8, 2005, I attended a meeting called by Treasurer Jesse Overton to discuss the financial situation of the NAACP Parent Information Center. In attendance were...(11 names listed).
"Highlights of that meeting were that Mr. Jamal was asked to state what he had stated to Mr. Tucker and Mr. Overton about the PIC financial books. His response was the figures sent to the State were not the figures he had in his accounting. (2) Mr. Overton quoted that contracts made to individuals were very questionable and that many of the people who received monies were possibly personal friends of some of us. (3) Some $90,000 was used for renovation of the 2000 Plymouth building and that the State was asking for an accounting of how that money was spent. (4) $5,000 was given to some people signing their contract and others were paid $100 an hour for working at PIC, (5) that an outside audit would be required by the State and the Federal for the year[s] PIC was part of the Minneapolis NAACP."
It should be noted that the branch administrator, Mr. Carl Breeding was effectively in charge of the NAACP Parent Information Centers for a time during 2004.
LEGALITY OF THE SPECIAL EC MEETING OF FEB 25
In the presence of 7 other members of the Minneapolis NAACP branch executive committee on March 4, 2005, Treasurer Jesse Overton said there was not a special executive committee meeting on February 25. Mr. Overton has many years of experience as an active member and sometimes officer of the NAACP. It stands to reason that Mr. Overton's opinion on this matter would carry a lot of weight with some of the new officers and EC members. And they are entitled to rely on Mr. Overton's opinion, unless they have actual knowledge that makes the reliance unwarranted -- See Minnesota statute 317A.251 pasted below my closing
A letter was sent to the Minneapolis branch executive committee, presumably to all EC members, by Carl Breeding, dated (and mailed) February 21, 2005, [Subject] Re: Improperly called meeting. The letter stated "There will not be a special executive [committee] meeting on February 25, 2005. The Branch administrator must approve all meetings and must be present at all meetings..."
Eight members of the Executive Committee met on February 25, 2005. We acknowledged that the Minneapolis NAACP branch is on probationary status (a Level 2 administratorship), that Carl Breeding was appointed branch administrator, and in that capacity Mr. Breeding has very broad authority to see that branch officers are doing their jobs properly. However, all agreed that the constitution and bylaws of the NAACP do not give a level 2 administrator explicit authority to strip members of any of their rights and duties.
As executive committee members, we are entitled to see a report about the February 8 meeting. 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." The EC cannot have control over things it doesn't know about.-- see excerpts from NAACP bylaws, pasted below my closing and the MN statute cited above.
-Doug Mann, King Field
MN statute, Nonprofit corporations, standard of conduct
317A.251 Standard of conduct.
Subdivision 1. Standard; liability. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been a director of the corporation.
Subd. 2. Reliance. (a) A director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; or
(3) a committee of the board upon which the director does not serve, duly established under section 317A.241, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.
(b) Paragraph (a) does not apply to a director who has actual knowledge concerning the matter in question that makes the reliance otherwise permitted by paragraph (a) unwarranted.
Subd. 3. Presumption of assent; dissent. A director who is present at a meeting of the board when an action is approved by the board is presumed to have assented to the action approved, unless the director:
(1) objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting, in which case the director is not considered to be present at the meeting for purposes of this chapter;
(2) votes against the action at the meeting; or
(3) is prohibited from voting on the action by the articles or bylaws or as a result of a decision to approve, ratify, or authorize a transaction pursuant to section 317A.255 or a conflict of interest policy adopted by the board.
Subd. 4. Not considered trustee. A director, regardless of how identified, is not considered to be a trustee with respect to the corporation or with respect to property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property.
HIST: 1989 c 304 s 44; 1990 c 488 s 20; 1992 c 503 s 5
Copyright 2004 by the Office of Revisor of Statutes, State of Minnesota.
NAACP bylaws - Duties of executive committee
[Excerpts from] Article VIII, Section 2 Duties of the Executive committee
a. 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.
b. The Executive Committee shall render a report, containing the reports of all standing and special committees, at the regular meetings of the Unit and whenever otherwise required.
d. To create special committees as needs arise.
f. To decide matters of Unit policy subject to endorsement by the Unit and in accordance with national policy.