July 25, 2013
By George E. Curry
National Conference of Black Mayors Executive Director Vanessa R. Williams usually looks forward to the week immediately following the organization’s annual convention because that’s when she takes a week off to rest and get reinvigorated, usually with relatives in her hometown of Las Vegas.
But when she landed at McCarran International Airport in Las Vegas this year after the Atlanta convention, she learned that the newly-elected president Kevin Johnson of Sacramento had been trying to reach her while she was en route.
At 12:42 a.m. on June 5, he wrote to Williams, using his customary lower case letters: “tried to call you. sorry we haven’t had a chance to talk, but I am very concerned by the things i am hearing and learning and we have to act fast.”
Williams replied, “Unfortunately as you are aware, I was on travel yesterday and unable to speak with you during the time period that you provided. I will return to Atlanta Monday afternoon. I will contact the mentioned representative upon my return to schedule a time that we may meet.”
Johnson wrote on that same day, “while I understand that a week off after the conference may have been past practice, given the gravity of the situation, we need to make an exception this year.”
At issue was a request that Williams immediately turn more than 30 documents, some dating back more than a decade before Williams’ arrival, including utility bills, all internal memos, expense reports, all receipts, an office directory and “Information protected by Attorney-Client Privilege” to the law firm Johnson had solicited to assist him.
Several key mayors told Williams the request was too broad and advised her not to immediately comply.
Attorneys representing Kevin Johnson, Treasurer Patrick Green of Normandy, Mo., and the special committee went to court seeking a temporary restraining order, and a permanent restraining order against Bowser and Williams in order to get copies of the requested records.
On July 15, Fulton County Superior Court Judge Christopher S. Brasher ruled in favor of Johnson and Green, ordering Bowser and Williams to turn over the requested financial documents within five days and pay Johnson’s and Green’s attorney fees. Judge Brasher limited the scope of records to Jan. 1, 2009 to the present.
The judge made it clear that his ruling had nothing to do with the ongoing dispute over who is president of the organization. However, Johnson’s attorneys returned to court the following day to seek another injunction to prevent Bowser, Williams and General Counsel Sue Winchester from challenging the validity of Johnson’s election or the creation of the board’s special task force. The judge indicated that ruling might not come until next month, at the earliest.
Traditionally, the presidency of NCBM was viewed as largely a ceremonial post, with the executive director responsible for the primary management chores. However, Johnson indicated he planned to be more actively involved, sending an email to Williams directing her to refrain from speaking to board members, forbidding any contact with the news media, prohibiting Williams from traveling without advance approval from him and not allowing her to execute any contract that exceeded $1,000.
Although Johnson’s petition accused Executive Director Vanessa Williams of “gross mismanagement,” in documents submitted to the court, more than a dozen board members signed affidavits with glowing reports about the performance of Williams, saying: 1) She had retired approximately $1.2 million of inherited debt; 2) That she “has performed all of her required duties in an exceptional manner;” 3) That she did not cause the NCBM to lose any tax exemptions under federal law; and that 4) Williams “has enhanced the reputation of NCBM by making significant accomplishments while having limited resources.”
On June 20 – just three weeks after Johnson was elected president of the NCBM – 16 members of the board sent a joint letter to Johnson expressing their displeasure with him and the law firm he had recruited.
“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 Ballard Spahr filing papers in the Superior Court of Fulton County,” said the mayors, who represented more than a majority of the 19 board members who were in good standing at the time (board membership has fluctuated because five mayors had left office and three slots designated for big-city mayors had not been filled).
“If such filings have been made we ask that they be removed immediately; we did not approve of an investigation of NCBM staff; we did not approve any attempts to micro manage and/or limit the duties of 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.” They added, “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…”
The 16 mayors authorized Executive Director Vanessa Williams to call a board meeting, which was held July 12.
In a last-minute effort to derail the meeting, Johnson sent an email to the board claiming that no board meeting had been called for July 12.
Using only lower case letters, as he customarily does in written communications, Johnson wrote: “i’ve been contacted by a number of board members asking for clarification about the status of the board meeting. it has come to my attention that some members of the ncbm board have circulated an email calling for a board meeting to take place tomorrow, july 12.
“as president of the ncbm and a member of the board, i wanted to inform you that a special board meeting has not been called. pursuant to section 3.7 of the bylaws, a special meeting may only be called by the president or the treasurer and upon request in writing of five or more directors. neither i nor the treasurer have called for this meeting.”
However, 16 board members, including Mayor Robert Bowser, called the special board meeting. They view Bowser, not Johnson, as president of NCBM until the next election is held. Both Kevin Johnson and Robert Bowser are claiming the title of president – until the judge steps in.
The relevant section of 3.7 of the bylaws state, “Special meetings of the Board of Directors may be held at any time and at any place called by the President or by the Treasurer through the Executive Director and upon request in writing of five (5) or more directors…”
A judge will determine whether Johnson or Bowser is the actual president, with the power to call a special board meeting. The court will probably also decide, based on the bylaws, whether five members of the board can separately call a special meeting.
In a 4-hour meeting on July 12, the reconstituted board, chaired by Bowser, formally accepted the findings of Sue Winchester, its general counsel, who said the May 30 election was invalid because at least four bylaws covering the election were violated, including the lack of secret ballots and allowing members who had paid their dues in time to vote.
In addition to deciding that Kevin Johnson was not the lawfully elected president, board members rejected the draft minutes of the May 31 special meeting. They also overturned a series of actions taken by Johnson, including:
Dissolving the special task force;
Removing Ballard Spahr as attorneys for the NCBM board and the special task force;
Restoring all of the powers that Johnson tried to strip from Executive Director Vanessa Williams;
Selecting Atlanta attorneys Robert L. Arrington and Richard W. Summers as general counsel for the NCBM;
Directing the lawyers to begin processing payments to creditors and
Authorizing the executive director to solicit bids to conduct an outside audit.
Because of the growing number of international mayors, the board had earlier voted to change the name of the organization from National Conference of Black Mayors to the Conference of Black Mayors. The board voted on July 12 to begin using the new name and new federal tax ID assigned to the newly-named the Conference of Black Mayors.
But Johnson and his supporters are challenging whether the re-constituted board has the right to do anything.