Below states the problems...but not all!
IIN THE CHANCERY COURT OF DESOTO COUNTY, MISSISSIPPI
PETITIONER CAUSE NO.:______________________
SOUTHAVEN CHAMBER OF COMMERCE, JEFF FIELD, JAMES HUFFMAN, RYAN ENGLAND, DAVID DELGADO, PETER FELSENTHAL, BLAKE WEAVER and CARMEN KYLE
PETITION FOR CALLING OF MEETING, INSPECTION AND ACCOUNTING, REMOVAL OF DIRECTORS AND/OR, IN THE ALTERNATIVE, DISSOLUTION OF NON-PROFIT CORPORATION
COMES NOW, the Petitioner, Denise Pratt, by and through undersigned counsel and pursuant to Mississippi Code Annotated Sections 79-11-131, 249, 289 and 355, and files this, her Petition for Calling of Meeting, Inspection and Accounting, Removal of Directors and/or, in the alternative, Dissolution of Non-Profit Corporation against Respondents, Southaven Chamber of Commerce, Jeff Field, James Huffman, Ryan England, David Delgado, Peter Felsenthal, Blake Weaver and Carmen Kyle, and would show unto this Court as follows:
The Chamber bylaws state that the Board of Directors shall consist of 14 members, composed as follows:
[T]he Executive Director, one member appointed to a one year term and 12 elected Members. Four (4) members shall be elected annually for a three-year term or until their successors are elected and have qualified. Each director shall be eligible to serve no more than two (2) consecutive three-year terms. A period of one year must elapse before eligibility is restored. This section shall not limit any person filling an appointed position or serving on the board by reason of being Past President. If the President’s elected term expires at the time they assume the position of Past-President, they shall remain on the Board for one year with full voting privileges. ! The Executive Director shall be an ex-officio, non-voting member of the Board of Directors. ! The new President shall annually appoint one (1) additional Director to serve on the Board with full rights, powers and responsibilities as though elected. If the term of the Past President is expiring, the new president shall appoint them to the one-year term.
See Exhibit “A,” Southaven Chamber of Commerce Bylaws. At present, there are only 11 members of the Board of Directors (hereinafter “Board”): Executive Director Carmen Kyle, President Jeff Field, Past-President David Delgado, Ryan England, Peter Felsenthal, Jim Green,
Dr. Vincent Henderson, James Huffman, Todd Mastry, Denise Pratt and Blake Weaver. Thus, The Chamber is currently operating in violation of its own bylaws.
12. Rather than attempt to comply with laws and regulations, the Board, in its meeting of
April 17, 2013, approved a motion by its President, Defendant Field, to freeze the Board for a period of eighteen (18) months. See Exhibit “B,” Minutes of Chamber Board Meeting approved May 14, 2013. Such conduct is wholly contradictory to the laws of the State of Mississippi and the bylaws of The Chamber. Unfortunately, the Board, and particularly its President, Defendant Field, has regularly disregarded the concerns of board members regarding the illegal conduct of the Board. Following the May Board meeting, Petitioner forwarded correspondence to Defendant Field expressing concerns regarding, inter alia, the improper “freeze” vote and her dissatisfaction with sexist comments made to the Board members in attendance. See Exhibit “C,” correspondence from Petitioner to Defendant Field dated May 14, 2013. The Board and, particularly, its President, took no action to reply and/or address Petitioner’s concerns.
13. Such disregard is the course of conduct of this Board, as numerous issues regarding the
legality of certain actions, inactions and/or conduct had previously been brought to the attention of the President by a former Board member, Lisa Wade. Ms. Wade, in correspondence of April 8, 2013, advised of the Board’s failure to disseminate certain marketing plans and budgets, failure to submit The Chamber budget in accordance with bylaws, failure to follow rules regarding officers and committees, failure to follow the proper process of using nominating
committees for Board members, failure to have an annual meeting of membership, Board members skipping meetings not being enforced and failure of the President, Defendant Field, to appoint the annual director. See Exhibit “D,” email of Ms. Wade dated April 8, 2013, along with related communications. The response to Ms. Wade’s concerns was to illegally freeze the Board at the next regular meeting.
14. No response, board or member discussion has been forthcoming on the various illegal
actions expressed by Ms. Wade, or Ms. Pratt. Subsequent to the illegal freeze vote, Ms. Wade resigned. The Board attempted to wrongfully remove Petitioner Pratt during a Board meeting of November 12, 2013, when she was asked to resign and, upon refusal, forced by a Southaven police officer to leave the meeting. Upon investigation of the event, it was learned that, during the Board meeting of September 17, 2013, which Petitioner was unable to attend, several Board members discussed their desire to remove her since the Southaven Board of Alderman did not like the fact that she employed its former mayor, Greg Davis. According to its minutes, members present on September 17th meeting discussed what the proper manner by which to remove a fellow Board member. See Exhibit “E,” Minutes dated September 17, 2013. Rather than follow a legal procedure to effectuate removal, those members tried to force her resignation in a contemptuous and degrading exhibition of power and ego at the November meeting. The undersigned forwarded correspondence to the Board, via its President, Defendant Field, advising that Petitioner would not resign and must, therefore, be allowed admittance to future meetings.
See Exhibit “F,” correspondence dated November 18, 2013, from M. Lee Dulaney to Jeff Field, President of the Southaven Chamber of Commerce. Petitioner was allowed to return and no response to the undersigned’s correspondence was ever received.
15. Such conduct is typical of that displayed by the current Board and its leader. Petitioner
has continued to demand that the Board comply with its own bylaws and Mississippi law. On February 24, 2014, she advised the Board attorney of inappropriate comments made by the Executive Director, Defendant Kyle, on WREG-TV, as well as the Executive Director’s refusal to provide Petitioner a list of members, which is required by Mississippi law. See Exhibit “G,” correspondence to Rick Duerr. Said correspondence also outlined the exact misconduct discussed in this petition and requested that he bring the matter to the attention of the other Board members for discussion and resolution. Petitioner forwarded her discussion to the entire Board on February 25, 2014. See Exhibit “H,” correspondence to Board members regarding discussion with Rick Duerr. No response was received and no action taken to rectify the improper activities of the Board. Instead, Petitioner has again been asked to resign, but she refuses.
16. Petitioner is left with no option but Court intervention to make this Board of Directors
comply with its own bylaws and existing Mississippi law. The Board has and continues to refuse to comply with its bylaws regarding compilation and make-up, fails to disseminate marketing plans, budgets and other essential information to members, fails to submit annual budgets, fails
to follow rules and regulations regarding officers and committees, fails to have an annual meeting of membership and fails to take the necessary steps to have a legal Board.
17. Further, The Chamber has violated Mississippi Code Annotated Section 79-11-285,
Members’ Right to Inspect and Copy Corporate Records, by refusing to allow Petitioner, a Board member, to inspect and copy the organizations membership list. Said statute provides in pertinent parts as follows:
(2) A member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) of this section and gives the corporation written notice of his demand at least five (5) business days before the date on which the member wishes to inspect and copy:
(c) Subject to Section 79-11-291, the membership list.
Petitioner has requested this information numerous times. See Exhibit “I,” correspondence to Ms. Debbie King, dated February 21, 2014, as well as the follow-up request to the Board attorney previously attached hereto as Exhibit “G” and the additional request contained within her correspondence to the entire board in Exhibit “H.” Petitioner requests this Honorable Court immediately require The Chamber to provide this information, which she is unquestionably entitled to receive as a Board member, and award her the fees and expenses associated with forcing The Chamber to comply with this lawful request.
! ! !
18. Notwithstanding the foregoing, several Board members of The Chamber have and
continue to sit in an illegal capacity. Mississippi Code Annotated Section 79-11-239, Term of Office of Directors, provides as follows:
(1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of the directors may not exceed five (5) years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one (1) year. Directors may be elected for successive terms.
The Chamber’s bylaws limit terms to three (3) years and require election by members for successive terms. Those Board members who are serving in violation of Mississippi law and The Chamber’s bylaws are Defendants Jeff Field, James Huffman, Ryan England, David Delgado, Peter Felsenthal and Blake Weaver. Also, the current Executive Director, Defendant Kyle, was neither properly elected nor appointed in her capacity as a Board member. Petitioner requests the Court promptly remove these illegal members from The Chamber’s Board of Directors.
19. Petitioner requests this Honorable Court set a preliminary hearing at its earliest
convenience to order a special meeting of The Chamber’s members pursuant to Mississippi Code Annotated Section 79-11-131, which provides:
(1) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or Section 79-11-101 et seq., then upon petition of a director, officer, delegate, member or the Attorney General, the chancery court of the county where the corporation's principal office (or, if none in this state, its registered office) is located may order that such a meeting be called or that a written ballot or
other form of obtaining the vote of members, delegates or directors be authorized in such a manner as the court finds fair and equitable under the circumstances.
Petitioner, as a director, prays that the Court will order there be a fair and equitable vote after sufficient information is presented to evaluate the validity of the entire board of directors and how the membership wishes to proceed after being apprised of the issues alleged and referenced herein. The Board has shown a propensity to deny fellow Board members access to the membership list, thereby thwarting the ability to present such matters to the entire Chamber without court intervention. The Board has also shown no regard for conflicts and/or transparency to members concerning such basic matters as substantial expenditures, and cannot be left to call any meeting on its own accord. Specifically, the Board previously refused to present information regarding purchase of property for its relocation to the general membership. It was only after a Point of Order from Petitioner and call to the Mississippi Ethics Commission that the Board withdrew its previous vote of approval. See Exhibit “J,” Point of Order and correspondence from Defendant Field regarding the Mississippi Ethics Commission dated December 12, 2013. As such, Petitioner would request that the membership list be produced, that there be an immediate accounting of all revenue and expenditures (of particular concern considering the current financial status of The Chamber showing operations at a net loss, as prior to the illegal freeze and hiring of the Defendant Kyle as Executive Director, The Chamber operated with a net profit), a status quo with regard to the Board and any executive positions and/ or staff and, if appropriate, a custodian or other trustee appointed to oversee the procedure necessary to rectify the actions and conduct of this rogue Board.
20. As alternative relief, Petitioner prays that, should this Honorable Court determine that
The Chamber’s Board of Directors has and continues to exceed and/or abuse the authority conferred upon it by law, or its own bylaws, an order should be entered dissolving this organization. Of course, should there be a reasonable alternative to dissolution, Petitioner would withdraw this alternative request for relief.
21. Petitioner would request this Honorable Court allow her attorney fees and expenses
incurred in the bringing of this action. WHEREFORE, PREMISES CONSIDERED, Petitioner request this Honorable Court,
as soon as practicable, order that a meeting by all members of The Chamber be called, or that a written ballot or other form of obtaining the votes of members, be conducted in a fair and equitable fashion to determine the composition and appropriate conduct of the current Board of Directors, committees and/or staff, that an accounting be conducted concerning revenue and expenditures of this illegal Board, an order directing that Petitioner immediately be provided with the previously requested membership list, that any Board members sitting in derogation of Mississippi law and/or Chamber bylaws be removed and, if no reasonable alternative exists, appointment of an appropriate custodian to oversee dissolution of this non-profit corporation. Petitioner would further request recovery of her fees and expenses associated with the prosecution of this action, as well as any further relief, at law, or in equity, to which she may be entitled.
RESPECTFULLY SUBMITTED, this the _______ day of August, 2014. DENISE PRATT
M. LEE DULANEY, P.L.L.C. 347 NORTH SPRING STREET POST OFFICE BOX 7357 TUPELO, MS 38802-7357 TELEPHONE: (662) 620-1669 FACSIMILE: (662) 620-0665 ATTORNEY FOR PETITIONER
BY: ________________________________ M. LEE DULANEY, MSB # 99570
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