Additional Kevin Johnson / NCBM emails and documents

8/16/2019 Additional Kevin Johnson / NCBM emails and documents

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ajc.comPosted: 6:55 p.m. Wednesday, Aug. 28, 2013

Black mayors' group in turmoil over mysterypurchases

By Ernie Suggs The Atlanta Journal-Constitution

Several members of the Atlanta-based National Conference of Black Mayors are seeking theresignation of its executive director, Vanessa Williams, suggesting that she spent more than$600,000 of the group's money on personal items at stores such as Tiffany and Saks.

On Wednesday, a Fulton County Superior Court judge threatened to jail Williams for repeatedly

failing to supply financial documents requested by the organization's president, SacramentoMayor Kevin Johnson. He filed a lawsuit, seeking to compel her to produce those records.

Ultimately, Judge Christopher S. Brasher did not declare Williams in contempt of court. He didappoint an independent auditor to sift through years of the group's finances, and he issued atemporary injunction forbidding anyone to destroy relevant documents.

Brasher said he will put the task of auditing the NCBM in the hands of GlassRatner, anaccounting firm that inspected the NCBM's bank records at Johnson's request.

"We are pleased the judge decided to appoint an auditor, and we welcome the opportunity for thatexercise to happen," said Richard Summers, one of Williams' attorneys. "We are not pleased thatit is the same auditor."

Williams testified for about two hours Wednesday, claiming that she has turned over some of thedocuments and would never intentionally defy a court order.

This has killed the momentum of this organization. This is all I ave been doing," Williams said. "Iam up at 6 a.m.and go to bed at 3 a.m. trying to comply with this order and keep this organizationfrom shutting down."

BJay Pak, an attorney representing NCBM, said Williams brought the judge's wrath on herself.

"She just admitted that she didn't turn over everything that was required," Pak said.

According to GlassRatner, NCBM bank records show that from January 2010 through June 2013the organization spent $623,000 on women's apparel, cosmetics, personal grooming, toys,sporting tickets, a youth baseball league and direct cash payments to Williams and her husband.Purchases came from high-end shops such as Saks Fifth Avenue, Tiffany & Co., Cole Hahn andLouis Vuitton, as well as Toys 'R' Us and StubHub, a ticket broker.

Records also indicate that NCBM paid for tuition at a private Christian school. On one day inAugust, 2012, someone made 13 cash withdrawals totaling $3,600 at Harrah's Casino in NewOrleans.

On Aug. 23, after the release of the preliminary audit, 21 mayors signed a petition demandingWilliams' resignation.


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"Over the past several months, it has come to the board's attention that you have mismanagedthe finances and business affairs of the NCBM and have brought considerable embarrassment tothe reputation of the NCBM as an organization," the board wrote in a letter to Williams."... inorder to move the organization in a positive direction, restore its noble reputation and preserve itscore missions, we must appoint new leadership."

But the board is split; a faction that supports Williams is claiming that Johnson's election wasimproperly conducted and he is not the rightful president.

Atlanta Mayor Kasim Reed was not among those who signed the petition.

Reed is in Washington for a meeting with President Obama; his spokeswomansaid Wednesday that he would not comment on the lawsuit. She added that although Reedhosted a reception for the group last year, when its annual meeting was in Atlanta, he is not anactive member.

The 39-year-old NCBM has suffered a string of setbacks in recent years. It is deep in debt, and ayear ago a former president, George L. Grace Sr., was sentenced to 22 years in federal prison forracketeering, bribery, mail fraud and wire fraud. Those charges arose from his conduct as mayorof St. Gabriel, La.

The outlays now under scrutiny came at the same time that the organization was bouncingchecks and failing to pay vendors and hotels all over the country.

This week, Jeff Dickerson, a spokesman for NCBM, said because of its unresolved financialissues, the organization "had a number of default udgments outstanding, had recently lost its tax-exempt status with the IRS, and was unable to focus on its core mission."

As the pressure on her mounted this spring, Williams' office issued a news release blaming theorganization's financial troubles on Grace and casting herself as its guardian and savior.

"In the wake of Mayor Grace's illegal activities ... the National Conference of Black Mayors has

completely revamped its financial reporting system," the release said. "This organization wouldnot have been able to recover... without the exceptionally talented and loyal Executive Directorand CEO Vanessa R. Williams ..."

The NCBM represents more than 650 African American Mayors across the United States. Inaddition to Reed, local members include mayors Mario Avery of Fairburn and Ernestine Pittmanof East Point.

I am in full support of Mayor Johnson's effort to restore the credibility and respectability of thisorganization," Avery said. "All mayors nationwide should expect accountability and soundfinancial reporting at all costs. The NCBM is expected to operate with the same level ofexcellence."


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•

cijc.comPosted: 6:55 p.m. Wednesday, Aug. 28, 2013

Black mayors' group in turmoil over mysterypurchases

By Ernie Suggs The Atlanta Journal-Constitution

Several members of the Atlanta-based National Conference of Black Mayors are seeking theresignation of its executive director, Vanessa Williams, suggesting that she spent more than§600,000 of the group's money on personal items at stores such as Tiffany and Saks.

On Wednesday, a Fulton County Superior Court judge threatened to jail Williams for repeatedly

failing to supply financial documents requested by the organization's president, SacramentoMayor Kevin Johnson. He filed a lawsuit, seeking to compel her to produce those records.

Ultimately, Judge Christopher S. Brasher did not declare Williams in contempt of court. He didappoint an independent auditor to sift through years of the group's finances, and he issued atemporary injunction forbidding anyone to destroy relevant documents.

Brasher said he will put the task of auditing the NCBM in the hands of GlassRatner, anaccounting firm that inspected the NCBM's bank records at Johnson's request.

"We are pleased the judge decided to appoint an auditor, and we welcome the opportunity for thatexercise to happen," said Richard Summers, one of Williams' attorneys. "We are not pleased thatit is the same auditor."

Williams testified for about two hours Wednesday, claiming that she has turned over some of thedocuments and would never intentionally defy a court order.

"This has killed the momentum of this organization. This is all I have been doing," Williams said. "Iam up at 6 a.m.and go to bed at 3 a.m. trying to comply with this order and keep this organizationfrom shutting down." '

BJay Pak, an attorney representing NCBM, said Williams brought the judge's wrath on herself.

"She just admitted that she didn't turn over everything that was required," Pak said.

According to GlassRatner, NCBM bank records show that from January 2010 through June 2013the organization spent $623,000 on women's apparel, cosmetics, personal grooming, toys,sporting tickets, a youth baseball league and direct cash payments to Williams and her husband.Purchases came from high-end shops such as Saks Fifth Avenue, Tiffany & Co., Cole Hahn andLouis Vuitton, as well as Toys 'R' Us and StubHub, a ticket broker.

Records also indicate that NCBM paid for tuition at a private Christian school. On one day inAugust, 2012, someone made 13 cash withdrawals totaling §3,600 at Harrah's Casino in NewOrleans.

On Aug. 23, after the release of the preliminary audit, 21 mayors signed a petition demandingWilliams' resignation.


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"Over the past several months, it has come to the board's attention that you have mismanagedthe finances and business affairs of the NCBM and have brought considerable embarrassment tothe reputation of the NCBM as an organization," the board wrote in a letter to Williams."... inorder to move the organization in a positive direction, restore its noble reputation and preserve itscore missions, we must appoint new leadership."

But the board is split; a faction that supports Williams is claiming that Johnson's election wasimproperly conducted and he is not the rightful president.

Atlanta Mayor Kasim Reed was not among those who signed the petition.

Reed is in Washington for a meeting with President Obama; his spokeswomansaid Wednesday that he would not comment on the lawsuit. She added that although Reedhosted a reception for the group last year, when its annual meeting was in Atlanta, he is not anactive member.

The 39-year-old NCBM has suffered a string of setbacks in recent years. It is deep in debt, and ayear ago a former president, George L. Grace Sr., was sentenced to 22 years in federal prison forracketeering, bribery, mail fraud and wire fraud. Those charges arose from his conduct as mayorof St. Gabriel, La.

The outlays now under scrutiny came at the same time that the organization was bouncingchecks and failing to pay vendors and hotels all over the country.

This week, Jeff Dickerson, a spokesman for NCBM, said because of its unresolved financialissues, the organization "had a number of default judgments outstanding, had recently lost its tax-exempt status with the IRS, and was unable to focus on its core mission."

As the pressure on her mounted this spring, Williams' office issued a news release blaming theorganization's financial troubles on Grace and casting herself as its guardian and savior.

"In the wake of Mayor Grace's illegal activities ... the National Conference of Black Mayors hascompletely revamped its financial reporting system," the release said. "This organization wouldnot have been able to recover... without the exceptionally talented and loyal Executive Directorand CEO Vanessa R. Williams ..."

The NCBM represents more than 650 African American Mayors across the United States. Inaddition to Reed, ocal members include mayors Mario Avery of Fairburn and Ernestine Pittmanof East Point.

" am in full support of Mayor Johnson's effort to restore the credibility and respectability of thisorganization," Avery said. "All mayors nationwide should expect accountability and soundfinancial reporting at all costs. The NCBM is expected to operate with the same level ofexcellence."


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IN THE SUPERIOR COURT OF FULTON COUNTYSTATE OF GEORGIA

Mayor Kevin Johnson, .Mayor Patrick Green,

and

Special Task Force of the Board ofDirectors of the National Conference ofBlack Mayors, Inc.,

Plaintiffs

v.

Vanessa Williams,

Robert Bowser,

and

John and Jane Does 1-20

andDefendants

Civil Action No. 2013-CV-232781

The National Conference of Black Mayors,Inc. (as an indispensable party defendant)

VERIFICATION

I, VANESSA WILLIAMS, personally appeared before the undersigned Notary Public,and say under oath that I am a Defendant in the above-named action and that the facts stated inthe Answer and Defenses and Counterclaims are true and correct

Respectfully submitted .

this day of /VuflU-Srr . 0 Xb ,

Swormtj*and subscribed before methis uay of fiL

O C T 5I 1 5 T Z

1 \3 2016 -s/ §

^ssssy


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V

Exhibit


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Amended April 25,2003

BY-LAWS

O F

NATIONAL CONFERENCE O F BLACK MAYORS, INC.

ARTICLE I

T h e C o r p o r a t i o n

1.1 National Conference of Black Mayors. Inc.. (the Corporation ) is organized as a

nonprofit, and charitable organization generally to promote efficient and responsive government

within all of the jurisdictions served by the membership, through studies of special or peculiar

problems of common concern; and through the creation, implementation, development and

maintenance of social, educational, economic and other programs and projects designed ultimately to

enhance the quality of life for the residents of the affected municipalities. The principal office of the

Corporation shall be in Atlanta, Georgia, with other outreach offices established as needed.

ARTICLE I I

M e m b e r s h i p

2.1 Classes of Members - There shall be four (4) classes of members of the Corporation:

(1) Active Members, (2) Associate Members, (3) Organizational Members, and (4) Honorary

Members.

2.2 Active Members - Any individual who is a duly elected or appointed active Mayor of

any municipality situated within the United States of America, or its possessions, districts, territories

orjurisdictions shall, upon such election or appointment, become eligible for Active Membership in

the Corporation. Eligibility for Active Membership in the Corporation shall continue for the duration

of one's term in office.


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2.3 Honorary Members - Any individual who is a former Mayor of a municipality, and

who is no longer eligible for Active Membership may become an Honorary Member.

2.4 Organizational Membership - Any duly incorporated organization is eligible for

membership on an annual basis. Membership entitles the organization to all publications distributed

to NCBM active members.

2.5 Associate Members - Any municipal, county, state, district, country, territory, republic,

or other established political entity exercising the usual and customary powers and authority of

government, shall be eligible for membership in the Corporation on an annual basis.

2.6 Membership Fee - Each class of membership shall be subject to the payment of a

membership fee, which shall be due and payable in advance on or before the 1Othday of January for

the ensuing calendar year. Payment of the membership fee after January 10th in any year shall restore

the member to good standing status for the remainder of the calendar year in which paid. No member

shall be entitled to vote at the Annual Business Meeting whose dues for the year have not been

received in the office of the Corporation not later than ten (10) calendar days immediately preceding

the opening of the Plenary Session at the Annual Convention.

(a) Active Membership Fee - The Membership Fee for Active Members shall be

determined by the Board of Directors from time to time, computed based upon the population of the

municipality from which the Active Member is elected.

(b) Honorary Membership Fee - The Honorary Membership Fee shall be a flat fee

of $50.00 per year.

(c) Organizational Membership Fee - The Organizational Membership Fee shall

be a flat fee of $200.00 per year.

National Conference of Black Mayors, Inc. ylaws - 2 -


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(d) Associate Membership Fee - The Associate Membership Fee shall be a flat fee

of $200.00 per year.

2.7 Factors Affecting Membership

(a) Any member may resign at any time by filing a written notice of resignation

with the Secretary. Any member may be removed when such action is deemed to be in the best

interest of the Corporation by the vote of two-thirds of the members present in person at any meeting

called for such purpose.

(b) An Active Member who ceases to occupy the status of mayor of a municipality

in the United States, its districts, or territories shall be simultaneously converted to Honorary

Member status.

2.8 Membership in Good Standing - Members in good standing with the Corporation

shall be those who have satisfied all requirements imposed upon members by the Corporation,

including the payment of the required membership fee as set forth herein. Only members in good

standing shall be entitled to receive the benefits which result from membership in the Corporation.

2.9 Meetings of Members - Regular meetings of the members shallbe held annually at the

principal office of the Corporation or at such other places as the Board of Directors may designate.

2.10 Annual Meeting - The annual meeting of the members shall be held during the month

of April of each year at such hour, date and place as the Board of Directors shall determine.

2.11 Special Meetings - Special meetings of the members may be called by the President,

by the Executive Director or the President and Executive Director or upon the written request of five

or more members. Business transacted at all special meetings shall be confined to the specific

subjects stated in the respective notices thereof. No other meeting can be called for the same date.

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2.12 Notice of Meetings - A written notice of each annual and special meeting of the

members shall be given by the Secretary to each member at least seven (7) days before the meeting,

either personally or by mailing it, postage prepaid, to the member at this address as it appears upon

the books of the Corporation.

2.13 Quorum - At any meeting of the members, one-third of the membership or fifteen

members, whichever is less, shall constitute a quorum for the consideration of any question, but a

less number may adjourn any meeting from time to time and the meeting may be held as adjourned

without further notice.

2.14 Voting Rights - Each Active Member in good standing shall be entitled to one vote.

Neither Associate Members, Organizational Members nor Honorary Members shall have the rightto

vote. Voting by proxy shall not be permitted, except in situations where an Active Member is

physically unable to vote in person, and submits a duly executed and witnessed proxy, accompanied

by a physician's statement, verifying his/her incapacity.

2.15 Resolutions for Consideration at Meetings - It is the policy of the National

Conference of Black Mayors that any proposed resolution to be presented for consideration by the

Active Members at a duly constituted meeting must be submitted, typed and in final proposed form,

to the Resolutions Committee of the Board of Directors not later than twenty-one (21) days before

the date of the Annual Business Meeting at which consideration is requested.

Any proposed resolution submitted after such deadline must be, in addition to the required

form, accompanied by the approving signatures of at least fifty percent (50%) of all of the directors

of NCBM, and submitted to the Resolutions Committee prior to the time scheduled for the opening

of the Plenary Session at the Annual Convention during which the Annual Business Meeting is held.

National Conference of Black Mayors, Inc. ylaws _ 4 _


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2.16 Action Without a Meeting - Any action which may be taken at a meeting of the

members may be taken without a meeting if consented to in writing by all of the members entitled to

vote thereon.

ARTICLE HI

B o a r d o f D i r e c t o r s

3.1 General Powers - The affairs of the Corporation shall be managed by a Board of

Directors. In addition to the powers expressly conferred upon the Board of Directors by law and by

these By-laws, the powers of the Corporation shall be vested therein. Directors must be Active

Members of the Corporation and must be in good standing at the time of participation in all meetings

of the Board of Directors.

3.2 Number and Composition

(a) The Board of Directors shall consist of not less than fifteen (15) members. At

least one director shall be elected from each state, district or territory in which one or more Active

Members reside in accordance with the following formula:

Number of Member Mayors in State. Number of DirectorsDistrict or Territory Entitled to Serve on Board

I 1 0 1I I 2 0 2

21-30 331 or more 4

In addition, all former presidents of the Corporation who are Active Members shall

serve as Directors of the Corporation and be designated as Presidents Emeritus.

(b) Elections to the Board of Directors of the Corporation by the Active Members

in each state, district or territory shall be held, in meetings assembled, not later than forty-five (45)

days prior to the Annual Meeting. Not later than thirty (30) days prior to the Annual Meeting each

National Conference of Black Mayors, Inc. ylaws _ c _


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state, district or territory shall certify in writing to the Secretary of the Corporation the name(s) of the

duly elected directors) therefrom.

(c) Three directors shall be elected from among the Active Members who serve as

mayors of large cities with a population of200,000 or more by the Board of Directors at the meeting

immediately preceding the Annual Meeting.

(d) The chairperson of the Black Women MayorsO Caucus shall serve on the

Board of Directors in accordance with Section 9.2 of the Bylaws.

(e) Founders who are active members shall serve as Directors of the Corporation

and be designated as such.

3.3 Installation and Term of Office - At the Annual Meeting the directors so elected and

certified shall be installed into office by the President. All directors shall serve for one-year terms, or

until their successors are elected and qualified. A director who continues to be qualified as such, may

be re-elected without regard to the number of previous terms in office provided that he/she continues

to be an Active Member in good standing.

3.4 Vacancies - Vacancies on the Board of Directors may be filledby the Active Members

residingin the affected state, district, orterritory in a meeting assembled for the purpose of filling the

unexpired portion of the affected term. Vacancies shall be filled with a person holding Active

Member status only.

3.5 Resignation and Removal - Any director may resign at any time by filing a written

notice of resignation with the Secretary. Any director may be removed, with cause, by a two-thirds

majority vote of the state, district, or territory delegation in which the director to be removed resides,

in a meeting called for such purpose.

National Conference of Black Mayors, Inc. Bylaws - 6 -


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3.6 Regular Meetings - Regular meetings of the Board of Directors shall be held at such

places and at such times as the Board may by vote from time to time determine, and no notice shall

be required for any regular meeting held at a time and place Fixed in advance by the Board of

Directors, if notice of the times and places so fixed for regular meetings shall have been given,

within the same calendar year, in writing, to each director by leaving such notice with him/her or at

his/her residence or usual place of business, or by mailing it, postage prepaid, addressed to such

director at his/her address as it appears upon the books of the Corporation. A regular meeting of the

Board of Directors may be held without call or formal notice immediately after and at the same place

as the annual meeting of the members.

3.7 Special Meetings - 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, reasonable notice thereof being given to each

director by the Secretary or in case of the death, absence, incapacity, or refusal of the Secretary, by

the officer or directors calling the meeting, or any time without call or formal notice, provided all the

directors are present or waive notice thereof in writing which is filed with the records of the meeting.

In any case, it shall be deemed sufficient notice to a director to send notice by mail at least forty-eight

(48) hours, or by telegram at least forty-eight (48) hours, before the meeting, addressed to his/her

usual or last known business or residence address.

3.8 Quorum - At any meeting of the directors, a majority of the directors then in office

shall constitute a quorum for the transaction of business, but a lesser number may adjourn any

meeting from time to time and the meeting may be held as adjourned without further notice. When a

quorum is present at any meeting, the affirmative vote of a majority of the directors in attendance



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thereat and voting on the question shall, except where a larger vote is required by law, or by these

By-laws, decide any question brought before such meeting.

3.9 Action Without a Meeting - Any action which may be taken at a meeting of the

directors may be taken without a meeting if consented to in writing by all of the directors.

3.10 Compensation - Directors of the Corporation shall not be entitled to compensation for

their services as such, but shall be entitled to reimbursement of expenses incurred in connection with

their attendance at meetings of the Board of Directors, or otherwise on behalf of the Corporation, in

accordance with the policies of the Corporation. The Corporation is prohibited from incurring any

expense on behalf of a member who, at the time, is not in good standing with the Corporation.

ARTICLE IV

C o m m i t t e e s

4.1 Committees Generally - The Board of Directors may, by resolution or resolutions

passed by a majority of the members thereof, designate and appoint Standing or Special Committees

for any purpose and delegate to such Committees any of the powers and authority of the Board of

Directors, except the power and authority to adopt, amend or repeal these By-laws. Such Committees

shall have power to act only in intervals between meetings of the Board of Directors and shall at all

times be subj ect to the control of the Board of Directors. The President shall be an ex-officio member

of all Committees, except the Committees on Nominations appointed annually in accordance with

Section 5.3(a) hereof.

4.2 Composition and Appointment -Except as otherwise provided by these By-laws or by

the resolution of the Board of Directors designating a committee, the members of each committee

shall be directors of the Corporation who shall be appointed by the President. The President shall

also appoint such special committees as shall be deemed necessary or appropriate in connection with

National Conference of Black Mayors, Inc. ylaws 8


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the conduct of the Annual Business Meeting, to include a Credentials Committee, a Resolutions

Committee and an Elections Committee.

4.3 Executive Committee - The Executive Committee shall consist of the Officers of the

Corporation, past presidents of the Corporation during their tenure as Active Members and the

chairperson of the Black Women Mayors' Caucus. There shall be delegated to said Executive

Committee all the powers and authority of the Board of Directors in the management of the business

and affairs of this Corporation, except the power to adopt, amend or repeal these By-laws; provided,

however, that the designation of such Committee and the delegation thereto of authority shall not

operate to relieve the Board of Directors or any individual Director, or any responsibility imposed on

it or any Director by law, by the Articles of Incorporation of this Corporation or by these By-laws.

The Committee shall establish rules and regulations for its meetings and shall meet at such times as

it deems necessary, provided that a reasonable notice of all meetings of the Committee shall be given

to its members, and no act of the Committee shall be valid unless approved by the vote or written

consent of a majority of its members. The Committee shall keep regular minutes of its proceedings

and report the same to the Board from time to time as the Board may require.

4.4 There shall be standing committees of the board of directors. The president and the

executive director (or appropriate staff) serve ex-officio members of all committees. The

chairpersons of these committees shall be one of the vice-presidents. The standing committees shall

be: Finance, Public Policy and Intergovernmental Affairs, and Resource Development.

A. Finance Committee

This committee shall be comprised of a vice president (chair), treasurer, assistant

treasurer, and two board members. The purpose of this committee is: to monitor the preparation,

review, adoption and the administration of the organization's annual budget: to review monthly



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expenditures; the hiring of personnel and compensation; and other financial matters of the

organization. This committee is to give a report at each quarterly meeting of the board.

B. Resource Development

Thi s committee shall be comprised of a vice-president, and four members of the board

of directors. The purpose the committee is: to provide the necessary planning of a fund raising

strategy for the organization and the necessary oversight for the planning, administration and review

of the annual conference and its component parts. These components consist of, but not limited to,

exhibits, prayer breakfast, luncheon, president's luncheon, dinner, the women's caucus, workshops

and facilities.

C. Policy and Intergovernmental Affairs

This committee shall be comprised of a vice-president (chair) and four members of

the board of directors. The purpose of this committee is research of national policy questions;

research; outreach and advocacy on behalf of NCBM and its programs with county, state, and

national organizations as well as national civil rights groups and historically black colleges;

community colleges and land grant institutions. This committee is also charged with developing a

format for a state chapter plan.

ARTICLE V

O f f i c e r s

5.1 Designation and Terms of Office - The officers of the Corporation shall be a

President, three Vice Presidents, designated as First, Second and Third Vice President, respectively, a

Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Historian, Parliamentarian, Sergeant at

Arms, and Chaplain. The Executive Director shall also be an officer of the Corporation. In addition,

the Board of Directors may create and fill such other offices as it may deem desirable. All officers,

National Conference of Black Mayors, Inc. ylaws _ 1 n _


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except the Executive Director, shall be elected every year by the Active Members during the Annual

Meeting of the members, and shall serve for a one-year term or until their successors are elected and

qualified. Provided, however, that the term of an officer of the corporation shall be commensurate

with his/her term as a director. A person may succeed himself or herself in office, except that the

President shall not serve during more than two successive terms.

5.2 General Qualifications - All officers who are not Directors at the time of their election

to office, shall automatically become Directors of the corporation, upon election of offices, with the

exception of the Parliamentarian and the Executive Director. Except insofar as is permitted by law,

no two offices may be occupied by the same person. Each officer shall have, subject to these By

laws, in addition to the duties and powers herein set forth, such duties and powers as are commonly

incident to his/her office, and as shall be provided from time to time by the Board of Directors.

5-3 Nomination and Election

(a) ACommittee on Nominations which shall consist of five Active Members of

the Corporation, shall be appointed by the President prior to the Annual Meeting, at which the

elections are scheduled. No incumbent officer may serve on the Committee on Nominations. The

Committee's report to the Board of Directors shall consist of at least one nominee for each office to

be filled who is a director of the Corporation, capable of and willing to serve in the office suggested.

Upon the acceptance of the report of the Committee on Nominations, the persons proposed

by said committee shall become nominees for the respective offices indicated and the committee

shall be automatically dissolved.

(b) In addition to the foregoing, nominations of other active members capable of,

and willing to serve as officers may be made from the floor.

National Conference of Black Mayors, Inc. ylaws - 1 1 -


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(c) Only nominations made as hereinbefore provided in this Article shall be in

order.

(d) The election of officer shall be by secret ballot and shall be conducted by an

elected supervisor appointed in accordance with a procedure established by the Board of Directors.

Election to any office shall require at least a majority of all the votes cast for such office.

5.4 President - The President shall have responsibility over the general affairs of the

Corporation. The President shall serve as Chairman of the Board of Directors and shall preside at all

meetings of the members. The President shall designate the chairmen of all committees of the

Corporation.

5.5 First Vice President - The First Vice President shall assume he duties of the President

in the absence of the President, and shall also assume such other duties as are assigned by the Board

of Directors. In the event of a vacancy occurring in the office of President, the First Vice President

shall serve as President until the next annual meeting.

5.6 Vice Presidents - The Second and Third Vice Presidents shall perform such duties as

are generally performed by vice presidents, and such other duties and exercise such other powers as

the Board of Directors shall from time to time direct and assign.

5.7 Secretary - The Secretary shall keep or cause to be kept a book of minutes, at the

principal office or at such other place as the Board of Directors may order, of all meetings of the

Directors and of the members, with the time and place of holding, whether regular or special, and if

special how authorized, the notice therefore given, the names of those present at Directors' meetings,

the number of members present or represented at members' meetings, and the proceedings thereof.

The Secretary shall also keep or cause to be kept at the principal office, or such other place as the

Board of Directors may order, a membership register showing the names of the members and their

National Conference of Black Mayors, Inc. ylaws - 12-


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addressees. The Secretary shall give or cause to be given, notice of all the meetings of the members

and of the Board of Directors required by these By-laws or by law to be given and he shall keep the

seal of this Corporation in safe custody and have such other powers and perform such other duties as

may be prescribed by the Board of Directors or these By-laws.

5.8 Assistant Secretary - The Assistant Secretary shall be responsible, in the absence or

unavailability of the Secretary, for the performance of the duties of the Secretary. In addition, the

Assistant Secretary shall have such other duties and responsibilities as the Boar shall assign from

time to time.

5.9 Chaplain - The Chaplain shall be responsible for the conduct of the devotional and

inspirational aspects of the various meetings of NCBM as directed, from time to time, by the Board

of Directors.

5.10 Parliamentarian - The Parliamentarian shall be appointed by the Board every two

years and shall be responsible for providing opinions on rules of parliamentary procedure as

questions or procedures arise during the course of meetings and directors of the Corporation,

particularly with respect to situations which are not covered by these By-laws. In addition, the

parliamentarian shall have such other powers to perform such other duties as may be prescribed by

the Board of Directors.

5.11 Treasurer - The Treasurer shall keep and maintain, or cause to be kept and maintained,

adequate and correct accounts of the .properties and business transactions of the Corporation,

including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of

accounts shall at all times be open to inspection by any Active Member in good standing or as

otherwise shall be ordered by the Board of Directors.

National Conference of Black Mayors, Inc. ylaws -13 -


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The Treasurer shall render to the President and the Directors whenever they shall request it an

account of all transactions as Treasurer and of the financial condition of the Corporation, shall take

proper vouchers for all disbursements of the funds of this Corporation, shall give an annual financial

report at annual meetings of the Board of Directors, and shall have such other powers and perform

such other duties as may be prescribed by the Board of Directors or these By-laws.

5.12 Assistant Treasurer - The Assistant Treasurer shall be responsible, in the absence or

unavailability of the Secretary, for the performance of the duties of the Treasurer. In addition, the

Assistant Treasurer shall have such other duties and responsibilities as the Board shall assign from

time to time.

5.13 Historian - The Historian shall be responsible forthe compilation and maintenance of

the history, including the organization, evolution and activities of the National Conference of Black

Mayors and for the preservation thereof. The Historian shall also be responsible for the collection

and preservation of historical records, documents, memorabilia, photographs and artifacts which

document the activities of the corporation, from its inception, and its contributions to its members,

their constituencies and to the United States of America.

5.14 Executive Director - The Executive Director shall be the chief executive officer of the

Corporation and subject to applicable law, to the provisions of these By-laws, and to the general

supervision of the Board of Directors, shall have general charge and control over the management of

the ordinary affairs of the Corporation and the development and implementation of its programs. The

authority, duties and responsibilities of the Executive Director shall include, but are not limited to,

the following:

(a) Implementation and execution of all policies established by the Board of

Directors.

National Conference of Black Mayors, Inc. ylaws -14-


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(b) Development of a plan for the organizational functions and commensurate

personnel responsibilities toward the attainment of the program goals and

objectives of the Corporation.

(c) Submission of an annual budget for the approval of the Board of Directors.

(d) Selection, employment, control, and discharge of employees, and primary

responsibility for the administration of the personnel policies and procedures

of the Corporation.

(e) Maintenance of the physical properties owned by the Corporation in a good

state of repair and operating condition.

(f) Management of the business affairs of the Corporation to the end that funds

are collected and expended to the best possible advantage, consistent with the

purposes of the Corporation.

(g) Presentation to the Board of Directors or to its authorized Committee, of

periodic reports reflecting the financial condition of the Corporation and

preparation and submission of such other reports as may be requested by the

Board of Directors.

(h) Attendance at all meetings of the Board of Directors and Committees thereof,

except as otherwise directed.

(i) Performance of other duties as may be necessary or appropriate, as

determined, from time to time, by the Board of Directors or the President of

the Corporation.

The Executive Director, though an officer of the Corporation, shall not be eligible to serve as

a member of the Board of Directors.

National Conference of Black Mayors, Inc. ylaws - 1 5 -


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5.15 Removal of Officers - The Board of Directors may by vote of a majority of the

directors remove from office with cause, any officer appointed by the Board, or terminate or modify

the authority of any such officer of any agent.

5.16 Vacancies - Vacancies shall be created by the death, resignation, removal or expiration

of a term as director. Vacancies shall be filled from among the directors by the directors.

ARTICLE VI

M i s c e l l a n e o u s P r o v i s i o n s

6.1 Checks. Drafts, etc. - All checks, drafts or money orders for payment of money,notes

or other evidence of indebtedness issued in the name of or payable to this Corporation and any and

all securities owned or held by this Corporation requiring signatures for transfer shall be signed or

endorsed by such person or persons and in such manner as from time to time shall be determined by

the Board of Directors.

6.2 Execution of Contracts - The Board of Directors except as in these By-laws otherwise

provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute

any instrument in the name of and on behalf of this Corporation, and such authority may be general

or confined to specific instances and unless so authorized by the Board of Directors no officer, agent

or employee shall have any power or authority to bind this Corporation by any contract or

engagement or to pledge its credit or to render it liable for any purpose or in any amount.

6.3 Conflicts of Interests

(a) Contracts between the Corporation and one or more of its directors or officers,

or between the Corporation and any other corporation, partnership, association, or other organization

in which one or more of the Corporation's directors or officers are directors or officers, or have a



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financial interest, are not favored by the Corporation and are discouraged. However, no such contract

shall be void or voidable solely for this reason, or solely because the director or officer is present at

or participates in the meeting of the Board or committee thereof which authorizes the contract or

transaction, if:

(1) the material facts as to his relationship or interest and as to the

contract or transaction are disclosed or are known to the Board of

Directors, and the Board in good faith authorizes the contract or

transaction by the affirmative votes of a majority of the disinterested

directors; and

(2) the contract or transaction is fair as to the Corporation as of the time

it is authorized, approved or ratified, by the Board of Directors.

(b) An interested director may be counted in determining the presence of a

quorum at the meeting of the Board of Directors at which the contract or transaction is authorized.

6.4 Compensation of Officers and Directors - The members of the Board of Directors and

the officers named in Article VI of these By-laws shall serve without compensation, except that the

Executive Director shall be entitled to receive for servi ces rendered such compensation from time to

time as may be prescribed by the Board of Directors.

6.5 Inspection of Corporate Records - The membership register, the books of account and

minutes of proceedings of the members and Directors shall be open to inspection upon the written

demand of any member at any reasonable time and for any purpose reasonably related to his interests

as a member and shall be exhibited at any time when required by the demand of ten percent (10%) of

the members represented at any meeting of the members, such inspection may be made in person or

by an agent or attorney and shall include the right to make extracts. Demand of inspection other than



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at a meeting of the members shall be made by writing, addressed to the President or Secretary of this

Corporation.

6.6 Property - The property of this Corporation is irrevocably dedicated to charitable

purposes and upon the liquidation, dissolution or abandonment of this Corporation after providing

for the debts and obligations thereof, the remaining assets will not inure to the benefit of any private

person, but will be distributed to a nonprofit fund, foundation or corporation which is organized and

operated exclusively for charitable purposes, and which has established its tax exempt status under

Section 501(c)(3) of the Internal Revenue Code or any future corresponding section thereof.

6.7 Fidelity Bonds - The President, the Treasurer, the Executive Director and such other

officers, members and employees handling funds of the Corporation will be required to be bonded in

the amount of at least twenty-five thousand dollars ($25,000), the expenses of such bonds to be paid

by the Corporation.

6.8 Seal - The corporate seal shall be circular in form, and shall have inscribed thereon

the name of the Corporation, the year of its incorporation, and the name of the State pursuant to the

laws of which the Corporation was organized.

6.9 Fiscal Year - Except as from time to time otherwise prescribed by the Board of

Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE VII

A m e n d m e n t s

7.1 These By-laws, or any part thereof, may be amended, modified or repealed and new

By-laws may be adopted by the vote or written consent of a maj ority of the members entitled to vote,

or by two-thirds majority of the Board of Directors; provided, however, that no by-laws, or

amendment thereof, changing the authorized number of members or Directors or quorum

National Conference of Black Mayors, Inc. ylaws 18


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requirements may be adopted, amended or repealed by the Board of Directors; provided, further, that

no vote may be taken or written consents given for any amendment of the By-laws unless notice of

the proposed amendment has been sent to all members of the Corporation at least five (5) days prior

to the vote or the solicitation of the consent in writing.

ARTICLE VIII

S t a t e C h a p t e r s

8.1 Nature - The Corporation shall, where practicable, organize its members and associate

members on a state or regional basis into State Chapters. The authority of each State Chapter to act

as an extension of the Corporation within the respective geographical territory from which its

membership is constituted shall be evidenced by an identical charter. Said charter shall, by its terms,

govern the affiliation between the Corporation and each Chapter.

8.2 Organization and Operation - Each Chapter shall be separately incorporated as a non

profit corporation. The articles of incorporation and bylaws of each Chapter, and any amendment

thereto shall be subject to the approval of the Board of Directors of the Corporation prior to their

becoming effective. To facilitate the administration of its programs and to more efficiently serve its

members within a particular state or region, the Corporation shall issue identical charters to State or

regional Chapters. The Board of Directors of the Corporation shall be responsible for determining the

terms and conditions governing the relationship between the Corporation and its Chapters.



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ARTICLE IX

B l a c k Wo m e n M a y o r s ' C a u c u s

9.1 Organization; Purpose - The Black Women Mayors' Caucus is comprised of women

who are active members of the Corporation. It is organized for the organized for the following

purposes;

(a) To highlight and enhance the role of Black women mayors through specialized

programming;

(b) To focus national attention on the needs of Black women elected officials;

(c) To expose young women to the challenges of elected office; and

(d) To examine issues which are of peculiar concern to women.

9.2 Representation on Board; Executive Committee - The chairperson of the Black

Women Mayors' Caucus shall serve on the Board of Directors of the Corporation and on the

Executive Committee.

National Conference of Black Mayors, Inc. ylaws -20 -


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Exhibit

B


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From:Subject:

Date:

Robert Arrington < [email protected]> Fwd: BOD MinAugust 8, 2013 3:50:14 PM EOT

• 1 Attachment, 369 KB

Begin forwarded message:

From: "Vanessa Williams" < [email protected]> Date: August 7, 2013 4:38:03 P M EDTTo: '"Richard W, Summers'" . '"Robert Arrington'" crobert®aomlaw.com>Cc: "'Vanessa Williams'" < [email protected]> Subject: FW: BOD Min

Please see below. The message from NCBM Assistant Secretary Mayor Earnest Nash.

From: Earnest Nash [mailto:[email protected]: Friday, August 02, 2013 4:29 PM

To: Vanessa WilliamsSubject: Re: BOD Min

i arnest Nash the Mayor of the City of Gould, Arkansas a member of the National Conference of Black Mayors ingood standing hereby certify that the minutes dated attached to the return e-mail are true and correct, signedcopy has been mailed to Ms. Williams attention.

Rev Earnest NashjrMayor City of GouldA City United For Change

BOD 7.13 m .pdf (369 KB)

mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


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MINUTESOF

THE NATIONAL CON FERENCE OFBUCK MAYORS, INCBOARD OF DIRECTORS

SPECIAL MEETING

An emergency/special meeting of the Board of D irectorsof theNational Conference of Black Mayors was held on:

June 12, 2013 at the offices of NCBM Georgia Counselorlocated at3915 Cascade Road, S uite 205 Atlanta, Georgia 3033 1

The following directorswere present:

Mayor Antonio Blue Mayor Earnest Nash

Mayor MichaelBlunt Mayor John Overton

Mayor Robert Bowser Mayor Gary Richardson

Mayor Johnny DuP ree Mayor Otis Wallace

Mayor James Knox Mayor FrankWilson

Mayor John Marks

Attendees present: (4)Executive Director Vanessa W illiams, Ms. W ynonaHartwell (NCBM), Atty.Robert Arrington(Legal Cou nsel),Atty.Richard Su mm ers (Legal Counsel)

Mayor R obert Bowserwas requested to Chair the meeting.

Mayor Earnest Nash was requested to be the Assistant S ecretary of the meeting du e to NCBM Secretary, MayorJohnny DuP ree, being connected on the call via cell phone.

1. Mayor Robert Bower chaired the meeting of the Board of Directors, The m eeting was called to order at 1:40 PM.

Mayor Bowser requested NCBM Chaplain, Mayor James Knoxto lead tie Board in prayer, after the prayer MayorBowser called for the Roll.

ROLL CALL

It was determined that a quorum was present either in person or by phone, and the meeting could conduct bu siness.The status of each member of the NCBM Boardof Directors was read nto the minutes. Both the 2012/2013 and the2013/2014 roster was considered to ensure that a quorum existed under either in accordance with the governingbylaws.

The following represen ts the directors that were in good standing as of July 1,2012:

NCBMBoard of Directors Meeting Page 1


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Last duly elected of 2012/2013 NCBM Board of D irectors

LAST FIRST . T I T L E CITY STATE Status as of July 1,2013 r DUES PAID1. Bowser Robert L. ? President : East Orange i New Jersey I IN GOOD STANDING 4/22/20132.

{

1st ViceIN GOOD STANDING AS MEMBER

: OF BOD, VP SEAT APPOINTED BYi Johnson Kevin j President I Sacramento i California BOWSER 3/12 2/11/2013

3.; 3rd Vice

i IN GOOD STANDING BUT NOTACTIVE ON BOARD DUE TO SEAT

Bell William A President s Birmingham i Alabama BEING APPOINTED 4/13 4/1/20134. Mayo Jamie Treasurer ; Monroe i Louisiana IN GOOD STANDING 1/30/20135. DuPree Johnny L. Secretary Hatfiesburg : MlSSlSSIfpi IN GOOD STANDING 2/11/20136. North

Knox James K. S. Chaplain i Northwest Carolina IN GOOD STANDING 12/13/20127. i Wallace Otis T. Parliamentarian Florida City Florida ; IN GOOD STANDING 3/4/20138. j Dobbins North

Blue Antonio ; Member Heights Carolina i _ IN GOOD STANDING 11/28/20129. Blunt Michael Member | Chislehurst New Jersey ; IN GOOD STANDING 2/5/201310 Brown Edward Member St. Joseph Louisiana IN GOOD STANDING 2/14/201311. Bryant Larry Member FouestCity Arkansas IN GOOD STANDING12. Assistant South

1 Johnson William j Treasurer • Holly Hill Carolina IN GOOD STANDING 12/17/201213. ; Marks John j Member [ Tallahassee Florida IN GOOD STANDING 12/5/201214. Overton, John i Member | Maringouin i Louisiana . IN GOOD STANDING 1/23/201315. Pierre Andre D. Member • North Miami Florida i NO LONGER IN OFFICE 11/8/201216. Richardson Gary Member Midfield > Alabama IN GOOD STANDING 12/3/201217. Wharton A C , Member Memphis i Tennessee IN GOOD STANDING 2/11/201318. North

Wilson Frank Member j Bolton Carolina IN GOOD STANDING 10/29/201219.

i NorthIN GOOD STANDING Removed romBOD due to lack of reappointment during

20.

; Bell William V. j Member Durham I Carolina the annual meeting 3/5/201320. IN GOODSTANDING,Removed from

j : South BOD ctoe to lack of reappointment during. tteanni^lmeetirfBenjamin Steve • Member j Columbia Carolina

BOD ctoe to lack of reappointment during. tteanni^lmeetirf 4/4/2013

21. i Removed from BOD due to lack ofreappointment during the annual

Jones Dwight Member Richmond Virginia meeting 1/3/201322.

Black Women s

Virginia

IN GOOD STANDING BUT

RE SIGNED DUE TO THE PASSINGJenkins Velma H. Mayor Caucus I Shuqualak : Mississippi OF HER HUSBAND 1/10/2013

23. Ajoku MaryL. Asst Secretory Cruger i Mississippi NO LONGER IN OFFICE 2/28/2013

24. Espy Henry Emeriti j Clarksdale Mississippi : NO LONGER IN OFf CE 4/12/2013

25. Johnson, Harvey Emeriti ; Jackson i Mississippi ; NO LONGER IN OFFICE 11/28/2012



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2013/2014 NCBM B oard of Directors per the May 30,2013 Elections

LAST FIRST TITLE MUNICIPALITY STATE Status as of July 1,2013

1. Johnson Kevin President Sacramento California IN GOOD STANDING2. Bell William 1st Vice President Birmingham Alabama IN GOOD STANDING3. Blunt Michael 2nd Vice President Chislehurst New Jersey IN GOOD STANDING4. 'Ford JohnnyL 3rd Vice President Tuskegee Alabama IN GOOD STANDING5. reen i Patrick Treasurer Normandy Missouri IN GOOD STANDING6. Johnson William Asst. Treasurer Holly Hill S. Carolina IN GOOD STANDING7. DuPree Johnny Secretary Hattiesburg Mississippi IN GOOD STANDING8. Blue Antonio Historian Dobbins Heights N. Carolina IN GOOD STANDING9. Knox James K. Chaplain Northwest N. Carolina IN GOOD STANDINGm Wallace Otis T. Parliamentarian Florida City Florida IN GOOD STANDING11. South

Benjamin Steve Member Columbia Carolina IN GOOD STANDING12. Bryant Larry Member Forrest City Arkansas IN GOOD STANDING13. Brown Edward Member SL Joseph Louisiana IN GOOD STANDING14. Marks John Member Tallahassee Florida IN GOOD STANDING

15. Earnest Nash Member Gould Arkansas IN GOOD STANDING16. Overton John Member Maringouin Louisiana IN GOOD STANDING17. Richardson Gary Member Midfield Alabama IN GOOD STANDING18. Wharton A . C . Member Memphis Tennessee IN GOOD STANDING19.

Memphis

NorthWilson Frank Member Bolton Carolina IN GOOD STANDING

20. Bowser Robert Emeriti East Orange New Jersey IN GOOD STANDING21.

New Jersey

IN GOOD STANDING. Removed from BODdue to lack of reappointment during the

Jones Dwight ; Member Richmond Virginia annual meeting22. IN GOOD STANDING, Removed from BOD

due to lack of reappointment during theBell , William ; Member Durham N. Carolina annual meeting

23. IN GOOD STANDING. Removed from BODdue to lack of reappointment during the

Benjamin Steve Member Columbia S. Carolina annual meeting24. , Espy Henry Emeriti Clarksdaie Mississippi NO LONGER IN OFFICE25. Ajoku Mary L. Asst. Secretary Cruger Mississippi NO LONGER IN OFFICE26. Pierre Andre Member North Miami Florida NO LONGER IN OFFICE27. Johnson Harvey Bneriti Jackson Mississippi NO LONGER IN OFFICE

DUES PAID

2/11/20134/1/2013

2/5/2013

5/20/2013

12/10/2012

12/17/2012

2/11/2013

11/28/2012

12/13/2012

3/4/2013

4/4/2013

2/14/2013

12/5/2012

1/23/2013

12/3/2012

2/11/2013

10/29/2012

4/22/2013

1/3/2013

3/5/2013

4/4/20134/12/2013

2/28/2013

11/8/2012

11/28/2012

It has been established that Mayor Ford was not in good standing during the fine of the Annual Business Meeting due to dues not being paid10 days prior to opening of annual convention per NCBM bylaws.

The request was made that the following directorswho had confirmed theirparticipation in the meeting be allowed tovote via proxy due to the confusion caused by Ma yor Kevin Johnson's July11th email declaring the meeting invalidand c ancelled, it was requested that the followingmayors be requested to vote on all items via proxy:

Mayor Larry Bryant

Mayor WilliamBell (Durham)Mayor Jamie Mayo

Attorney S umm ers requested that the board allow him to look at the bylaws and GA law before an action is taken.

The board agreed.



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2. It was determined a nd reported that notice of the board ofdirectors meeting had been properly given or waived bydirectors in accordance with the bylaws. Executive DirectorWilliamspresented the Board of Director list withconfirmationof response and acknowledgement of receipt from each member of the board in good standing,

3. A motion was made and carried, that the Secretary attach the documentation of the appropriate mailing of notice

or waiver of notice to the meeting minutes. Directors unanimously agreed that proper notice of the meeting had beengiven.

4. APPROVAL OF MINUTES

There was presented to the meeting, a copy of the minutes of the May 31, 2013, NCBM S pecial Business Meeting.

Mayor Bowser called for the approval of the m inutes fromthe May 31st meeting that took place in Atlanta, Georgia

and noted that he was not present for the meeting due to his election.

Mayor Bowser suggested to have the May31,2013 minutes read into the record of the minutes.

The May 31,2013 minutes where read nto record by Vanessa Williams. (Please see attached)

Members of the board reques ted to have the handwritten minutes of M ayor Mary A joku readinto the record of the

meeting as well.

Ms. Williams explained the handwritten minutes hadbeen requested of Mayor Ajokuby Ms. Singleterry, AttorneyWinchester and herself but had not been provided by M ayor Ajoku.

Mayor Bowser: Now that the provided minutes from the May 31st meeting have been read, I call for an approval of

the minutes:

DISCUSSION

Mayor Blunt: Specific a ctionsneed to be taken as a board, NCBM cannot operate with therestrictions placedthrough court matters and the task force that we as a board have not approved. The Friday, minutes that were

provided are not accurate. Inconsistencies have been found throughout these minutes. There is more informationinthe minutes than really took place in the meeting.

Mayor Blue: Mayor Wallace during the May31st meeting, I recall that we only voted to allow Ballard Sphar to do a

fact finding missionto verifyour debt. Correct?

Mayor Wallace: Yes sir, you are correct.

Blue: I know. Therefore the minutes are incorrect. W e did not vote to have Ballard Spha r to do anything else. W e

didn't give them the authority todo anything else.

May or Blunt: I want to make sure that I am on record. During the May 31st meeting, I requested that the meeting

be tape recorded and Mayor Kevin Johnson said no. He stated that we did not want to tape the meeting in case we

had to go to court. He said this in frontof everybody and neither statement appears in these minutes. This is onereason I have questions regarding the validityof these minutes. Vanessa you did say we made a request of Mary's

original handwritten minutes.



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Ms. Williams: Yes sir, but they have not been provided. W e do have a copy of what Mayor Ajokusent to us andthere are changes in he minutes that Mayor Ajokuin her defense did not make, it appears that someone may haveadded to her minutes because there is language added and changed in the final version of the minutes that was notin the final versionof Mayor A joku'sword file that she sent.

Mayor Blue: For the record, it was also u nderstood and stated that Executive Director Williams wa snot in themeeting due to her being at the graduation of her son.

Wallace: That s correct.

Mayor Blue: I want to just point out there are a lot of the inconsistencies of the minutes provided fromthis meeting. If

I were to read these minu tes you wouldn'tthink we knew or approved whe re our Executive Directorwas at.

Mayor Nash: I mean no harm, but I also want to add that during the meeting Mayor Ajokuwas having a hard timekeeping up with the meeting. It was stated to her, by Mayor Johnson that his staff was also taking minutes. Members

confirmed Nash's statement.

Ms. Williams: I don't mean to interrupt but I would like bring to yourattention that in reading the minutes, it was

noted that the minutes of the m eeting state that the motion was brought to the body by Mayor Ford and seconded by

Mayor OliverGilbert. Is that true?

Mayors: Yes

Ms. Williams: No disrespect to either of our Mayorsbut Mayor Ford was not in good standing at the time he made

the motion and was elected to the board of directors. MayorFord did not pay his dues on time in accordance with the

bylaws. In addition, if this was a board meeting, Mayor Oliver Gilbert shouldhave never been allowed to second the

motion. He is not a member of the board of directors.

Mayor Wilson: Who is this?

Ms. Williams: Mayor Gilbert replaced Mayor Gibsonin Miami Gardens,FL. He is a newly elected mayor and a

member of the organization. Just not a board member. The May 31st meetingis being called a board meeting yet

they allowed Mayorto second the motion and he is not on the board. Mayor Oliveris an attorney, I believe he

believed that he was in a membership m eeting too.

Mayor Bowser: Called for a motion.

Mayor Gary Richardson: Based on the fact that there is confusion as to whether or not it was a board meeting or a

general meeting of the boa rd, just based on that fact alone, I would liketo make a motion that we reject the minutes

as written because it was not a egitimate board meeting, I now for a fact that there were members present in the

meeting who were not members of the board that voted. Just based on that fact alone and the fact that there weremembers who were not in good standing making decisions I willmake the motion.

MOTION:

Mayor Richardson: Based on these facts, I he make the that motion that we reject the May 31st Special Meeting

minutes. Motionseconded by Mayor Blunt.



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Mayor Bowser: Roll callon the Motion to reject the minutes:

Roll call on Motion to reject the m inutes:

John Marks es

Otis Wallace es

Ernest Nash es

Robert Bowser-yes

Gary Richardson es

AntonioBlue-yes

John O verton es

Frank Wilson-yes

Michael Blunt es

James Knox-yesJohnny Dupree - abstained (did not attend annual convention due to election)

Mayor Bowser: Based upon the motion dulymade, seconded and carried, it is resolved that the minuets from the

NCBM Special Meeting heldon May 31, 2013 are not approved.

5. GENERAL COUNSEL

Mayor Bowser: Attorney Susan Winchester has been the General Counsel for NCBM since2008 only the secondattorney chosen In the history of the organization. Sue came highly recomm ended by NC BM's then founding GeneralCounsel of 30 years Attorney George Howe ll. George assisted Vanes sa in inding Sue just before we lost him to

cancer. Su e worked hard over the years to secure attorneys to represent NCBM a nd our state chapters and sheworked closely with A ttorney Sum mersand Attorney Arringtonin preparing for our current cou rt case.

It is m y understanding that Attorney Sue Winchester has decided to no onger serve as NCBMGeneral Counsel. Asa result we need to have an action to approve Mr. Richard Su mm ers and Mr. Robert Arringtonas General Counselfor the National Conference of Black Mayorsand empower them to continue the work they have done for us n thepast as NCBM 's Georgia cou nsel,

MOTION:

Mayor Marks: I make the motion that Mr. Summers and Mr. Arringtonbe accepted as NCBMgeneral counsel.Motion seconded MayorOtis Wallace.

Roll call on M otion to accept Mr. Sum mers and M r. Arringtonas NCBM general counsel: voted unanimously yes

Mayor Bowser: Based on the votes Mr. Summers and Mr. Arrington ha ve been unanimouslyaccepted as NCBMGeneral Counselors.

Mayor Bowser: It is mportant to correspond with Ms. Winchester and thank her for her time with NCBM a ndcommitment. W e have faced a lot and she stood there with us.



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Mayor Blue: Absolutely, I also think that it is mportant that we as a board send Sue a etter thanking her for herservice and for all she has done for the organization.I hink this is a step in the right direction. We do need generalcounsel that is ocal here in Atlanta where our headquarters is housed at. S o 1 think this is an excellent for theorganization. It is unfortunate thatwe had to lose Sue in the process, but it is an excellent move and a great additionto the organization.

6.2013 ELECTION

Mayor B owser: The next item for consideration is the election that took place on May 31,2013. The election was infact found to have been improper and invalid. The execution of the election violated many actions manda ted by thebylaws. The bylaws called for specific thingsto happen during the election, whichdid not happen. From what Igather, there were two people who were actually elected that were not financial, W e should have used the secretballots that were provided. There needed to be more interaction with the nominating com mitteeprior to the election,which did not take place, and the election itseif needed to be supervised by the credential committee.

Mayor Bowser opened up the discussion.

Mayor Wallace: I want to ask if it would be appropriate to have the memorandum that was prepared by General

Counsel S ue W inchester in response to our questions concerning the electionbe added as a part of the record andadopted as part of any motion to be considered. In the mem orandum general counsel Winchester did enumeratewith great detail the precise bylaw references and other reference that may be important as we move forward both incourt and out of court.

The June 11, 2013 elections violationdocum ent was read by Williams,(attached.) The memorandum was written toMayor W allace,the parliamentarian from NCBMGeneral Counsel Attorney Susa n Winchester on the 11th of June,2013 regarding the 2013 election violations.

Issues addressed in the document are as ollows: (read by Williams)

Bylaws being violatedby the voting by v oice and hand were used instead of secret ballot

The elections were not properly supervisedW e had members not n good standing were elected as well as votedSeveral members voted who were not qualified to vote because the mayors did not pay dues timelyordidn't pay at all. Those mayors were also elected into office.The nominations consisted of 1 member and not 5 that actually participated on the day of election

Attorney Winchester stated at the end of the document that as a result of these issue s that the elections in actwere not valid but invalid.

Mayor Wallace: As parliamentarian,I accepted M s. Winche ster's review of the electionand as an attorney Ifound her findingsto be accurate. I reviewed allof the sections of the bylaws that she spoke to and agreed

with her fully. I also like to mention that even in Ballard Sphar's assertion that the election was egitimate, theyadmitted that though som e things were not done according to the bylaws they would stillconsider the election tobe valid.

Mayor Bowser: It important that as a board we always do what is in the best nterest of the organization. I havebeen a Mayor for over 15 years and I have been a member of this organizationfrom the very beginning. The m ayorbefore m e was a member. Thisis not about personal agendas people its about us coming together as elected



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officialsand findinga way to support and help each other serve ou r comm unities better. Becau se I know we have agreat amount of discussionson the remaining items on the agenda. I am going to ask that the minutes reflect themotion and vote movingforward or else the minutes willbe thirtypages long.

Mayor B owser: Called to have a motion made on the document prepared by General Counsel Su e W inchester.

MOTION:

Mayor Blue: I would like to make the motion that we accept and approve the memorandum fromGeneral CounselSue Winchester about the invalidationof the election held on May 30, 2013. Motion seconded by Mayo r Overton.

Mayor Bowser: Based on the votes the mem orandum doc ument prepared by A ttorney Sue Winchester regardingthe May 30th election has been accepted and approved.

Roll call on Motion to nvalidate the elections: Board voted unanimously Y es

Mayor Bowser: Based upon the motionduly made, seconded and unanimously carried, it is resolved that the board

of directors accepted and approved the memorandum dated June 11,2013 and titled elections violationfrom NCBM

General Counsel Sue Winchester.

Mayor Bowser: Based on the approval of the memorandum dated June 11th fromAttorney Sue Winchester. D o wehave a motion to invalidate the electionsheld on May 30,2013 ?

MOTION:

Mayor Wilson: I make the motion that we invalidate the elections of May 30,2013, based on the findings that havebeen identifiedand violationsof our bylaws.Motion seconded by Mayor Knox.

Bowser: Based on the votes the elections of May 30, 2013 are invalid.

Roll call on Motion to invalidatethe elections: unanimously Yes

Mayor Bowser: Based upon the motionduly made, seconded and unanimously carried, it is esolved that the board

of directors hav e invalidated the e lectionsof May 30, 2013 based on the findings that have been identified and

violationsof our governing bylaws.

7. SPECIAL TASK FORCE

Mayor B owser: Do we have a motion regarding the validation the special task force.

MOTION:

Mayor Blunt: NCBM Board of Directors never gave theauthority of the Board to a any com mittee or Task Force,based on this. I make a motion for the board of directors of NCBMto take action and invalidatethe special taskforce and have it dissolved. Motion w as second by Mayor Richardson.

Roll call on motion to invalidate the special tasks force and have it dissolved: unanimously Yes.



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Mayor Bowser Based upon the motion dulymade, seconded and unanimouslycarried, it is resolved that the boardof directors of NCBMhave nvalidated and dissolved the specia l tasks force.

8. SPECIAL TASK FORCE

Mayor Bowser: A m otionhas been called regarding Ballard Sphar, the aw firm which washired by Mayor Johnsonto represent him and the special tasks force.

MOTION:

Mayor Blunt: I make the motion that Ballard Sphar be removed from workingwith or representing that it works withNCBMand any affiliateof NCBM . Ballard Spharwas hired by Mayor Kevin Johnson. Ballard Spharhas beenremoved and the task force has been dissolved. Ballard Spharcar no longer state that it represent the special taskforce, NCBMor any other affiliatesof ou r organization. Motion seconded by Mayor Gary Richardson.

Roll call on motion to remove Ballard Sphar which washired to represent the special tasks force: unanimously Yes.

Mayor Bowser: Based upon the motion duly made, seconded and unanimously carried, it s resolved that the board

of directors of NCBMhave released and removed Ballard Sphar for all d ealings with the National Conference of

Black Mayors, NCBM S pecial TaskForce and a ny other affiliate organization o f NCB M.

9. GOVERNINGBOARD

MOTION:

Mayor Marks: I ake a motion that we revert to the last duly elected officers and directors of the board. The boardthat was in place prior to the so called elections that has been nullified based on May 30,2013 actions. Motion wasseconded by Mayor Blunt.

Roll callon motion to revert to the previous elected officers and board prior to the May 30,2013 actions:unanimously yes.

Mayor Bowser: Based upon the motion duly made, seconded and unanimously carried, itis resolved that the board

of directors have reverted to the ast duly electedofficers and directorsof the board that were in place prior to theMay 30,2013 election.

10. OFFICE OF PRESIDENT

Blue: I ake a motion that we draft a resolution that states that Mayor KevinJohnson is not to act and s not actingon the behalf of, the National Conference of Black Mayors. Nordoes he represent the board of directors. MayorJohnson should cease and desists ail actionshe has made against and on behalf of this organization,particularlywhile this lawsuit is being pursued by him. The motion was second by Mayor Wilson.

Roll callon motion to write a resolution that s tates that MayorKevin Johnson is not to act and is not acting on behalfof tire organization nor of the board of directors and he should cease and desists all actions against and on behalf ofthe National Conferenceof Black May ors, particularly while this lawsu itis being pursued: board voted unanimouslyyes



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Mayor B owser: Based upon the motion duly made, seconded and unanimously carried, it is resolved that the board

of directors of NCBMhave approve drafting a cease and desist letter to Mayor K evin Johnson until thelawsuit hasconcluded.

11. FINANCIALREPORT

Ms. Williams: What we have provided for each of you is a financialsnapshot fromthe financials that have beenprovided to the NCB M Board of Directors over the years.We have provided our convention reportfor this year'sannual convention and the2013 budget and debt schedule. I have also provided a ist of previous debts for you toreview and that some ofyou were looking through ea rlierhas all of the NCBM bank financial statements that Iwelcome each of you to review.

A s you can see. NCBM financials reflectedan organizational debt a littleunder 1.7 milliondollars at the end of the2004 fiscal year. This indebtedness existed before a majority ofus n this room were a part of the organization. But indefense of my predecessor, I do understand how we got there. Without an active board the financial viability oftheorganization is dim. You can have the best of staff but at the end of the day, this is an organization founded on theprinciple of empower mayors and mayors comm unities. S o a gain without an activeboard even the best of plans willdiminish because those that are partnering are p artnering with the organiza tionto help you build better commu nities.

NCBMis a 40 year old institution. The fac t that we have d ebtand or a deficit during these times shouldnot come asa surprise. Corporations have debt and deficits and so do som e of you r cities.If you take a look at the projectedbudget that we have provided for your review youwill see that we willand are ma king great strides to come out of ourcurrent debt.

Budget was reviewed and discussed by m embers line item by line item.

DISCUSSIO N (Discussion regarding Finances of NCBM has been left n the minutes as a matter of record)

As you can see we started with a vigorous campa ign and were very succe ssful. For those who hav e history with theorganization you are very aware of the challenges we have faced. Bu t despite the way things are being made toappear. At this very m oment the organization has made great progress and have continued to retire portions of ourdebt annually, The bottom ine is we really are getting ourselves back track.

This year's annual convention was one of our most successful conventions. As a result of its success we were ableto retire some of our past debt while successfully closingout the convention withoutcreating new debt. We havethree more events before the close of this year and I am confident that we willbe n the black very soon. It was m yhopes that we would have been in the position to retire a greater amount of debt that what has been reflected afterthe close of annual convention. However, the unexpected and unfortunate timing of recent developments hasdelayed our being able to execute two ma jor contracts whichwould allowus to establish both sponsorships andconvention host city fees for both NCBM and our partnering Mayo ral Association.I have been in communicationwith our partners and have explained that I willnotify them immediately afterthe board

convenes with the status of m y abilityto travel.

Mayor Overton: What do you mean?

Mayor Bowser: This situation has literallyshut down our operations. With the m andate that Kevin Johnson placedon Vanessa and the staff there is no way can do business, they could barely operate,



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Ms, W illiams: Withoutthe approval of the task force placed us n a very difficult situationas t relates to our work inNigeria and Colombia. These two nations have been great su pporters of NCBMand it s fromthe internationalpartnerships that we have created the unding streams to retire the remaining debt obligations.

MOTION:

Mayor Marks: I make a motion for that the operation budget for 2013 be accepted as presented, Motion secondedby Overton.

Roll call to accept projected budget for 2013 be accepted as presented: unanimously Yes.

Mayor Bowser: Upon m otion dulymade, seconded and unanimously carried,it was resolved that the secretarywould attach a copy of the treasurers report to he corporate minutes book

12. GENERAL MEETING/NEW ELECTION

MOTION:

Mayor B lue: I make a motion that we schedule a new election thatwill be conducted in accordance with the bylawsas soon as possible, with the both time and place identifiedso that all eligiblemembers may participate andwe canproperly elect the new officersfor the National Conferenceof Black Ma yors. The motion was seconded by MayorWilson.

Roll call toschedule a new election that willbe conducted in accorda nce with the bylawsas soon as possible with thetime and place identifiedso that all mem bers ma y participate and we can properly elect the new officers for theNational Conferenceof Black Mayors accepted: unanimously Yes.

Mayor Bowser: Based upon the motion dulymade, seconded and unanimously carried,it s resolved that the board

of directors willconvene to schedule a new election that will be conducted in accordance with the bylaws, as soon as

possible, with the both time and place dentified so that all eligible mem bers m ayparticipate and we can properlyelect the new officers for the National Conference ofBlack Mayors.

13. THE CONFERENCE OF BLACK M AYORS,INC

Ms. Williams: There is an item that we have had before the board before. I thought I had clarity on theactions that I was instructed to take but in ight of the recent events, I would like to request clarity from theboard. The issue is that of the creation of the new entity that staff were instructed to create after the boardwas informed of the abuse of the NCBM Federal Tax Id number. As you are aware, we made a request tothe IRS to have our EIN number changed as a result of FBI notifying us of the accounts in Louisiana.

We were advised that a new number could not be given to our organization under the same name but thatwe could create a new entity and operate as a DBA or under the new name that we choose. As a result ofmy sharing the IRS official response with the board, I was instructed to run the operations of theorganization under our subsidiary. While the board sets up the new corporation and structure.



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Per the recommendation of the IRS we were advised to submit the last 941 but to wait until Mayor Brown'sand Mayor Grace's trial were over before we submitted the organizations request for any abatementsbased on our findings. We were also suppose to submit to the IRS the final results of the case, which Ihave done.

Mayor Nash: What is the connection?

Ms. Williams: Mayor Brown was NCBM Treasurer during the time the accounts were opened andaccording to bank records was the second authorizing signature on the unauthorized accounts. This wasthe reason that the board instructed me to only list myself on the Georgia Secretary of State website. MayorWalls was very upset that Chase Bank allowed Mayor Grace to open the accounts under NCBM's namewithout proper authorization. He asked how was this allowed to happen they informed us that if someone isthe President or Treasurer of a corporation and they can verify it on the Louisiana or Georgia Secretary ofState website. All they would need is proper ID and a resolution from the board and they could open anaccount

Mayor Bow ser: Walls did a report to the board on his findings Vanessa add the report to the minutes whenyou send them out.

Ms. Williams: As you are aware, staff has been working with the IRS to correct past findings, some ofwhich the board nor I were aware of. In 2009 we began working with the IRS in an attempt to resolve thereported tax liability. We have been successful in receiving roughly eighty thousand dollars in abatementsthus far. There is a payment however of roughly eleven thousand dollars that remains due from the taxperiod of 2003.1 would like to request that this payment be submitted to the IRS as soon as funds areavailable. There has been an extreme amount of goodwill shown towards organization and during a timethat the world is complaining about what the IRS does not do I have found each agent we have worked withto be extremely helpful. Lastly, we have submitted the requested documentation to the IRS regarding ourexposure from the fraudulent activity and are awaiting their final decision on our request for penalty

abatement

Per your instruction we have began the process of updating all tax returns of the NCBM affiliates. Amajority of which have been dormant because we were not aware they existed due to our tenure with theorganization.

So back to my original question, forgive my long explanation. However, we were instructed to operateunder the NCBM operations under our subsidiary. In the beginning the board instructed me to focus onraising funds to pay off the debt that is under the National Conference of Black Mayors name and to notuse the tax ID number due to the fraud.

Because I have been personally attacked on this issue,

Documents

Additional Kevin Johnson / NCBM emails and documents