Additional Kevin Johnson / NCBM Emails and Documents

REL0000003140.
0001
ajc.com
Posted: 6:55 p.m. Wednesday, Aug. 28, 2013
Black mayors' group in turmoil over mystery

purchases
By Ernie Suggs - The Atlanta Journal-Constitution
Several members of the Atlanta-based National Conference of Black Mayors are seeking the
resignation 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, Sacramento
Mayor 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 did
appoint an independent auditor to sift through years of the group's finances, and he issued a
temporary injunction forbidding anyone to destroy relevant documents.
Brasher said he will put the task of auditing the NCBM in the hands of GlassRatner, an
accounting 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 that
exercise to happen," said Richard Summers, one of Williams' attorneys. "We are not pleased that
it is the same auditor."
Williams testified for about two hours Wednesday, claiming that she has turned over some of the
documents 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. "I
am up at 6 a.m.and go to bed at 3 a.m. trying to comply with this order and keep this organization
from 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 2013
the 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 and
Louis 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 in
August, 2012, someone made 13 cash withdrawals totaling $3,600 at Harrah's Casino in New
Orleans.
On Aug. 23, after the release of the preliminary audit, 21 mayors signed a petition demanding
Williams' resignation.
"Over the past several months, it has come to the board's attention that you have mismanaged
the finances and business affairs of the NCBM and have brought considerable embarrassment to
the reputation of the NCBM as an organization," the board wrote in a letter to Williams."... in
order to move the organization in a positive direction, restore its noble reputation and preserve its
core missions, we must appoint new leadership."
But the board is split; a faction that supports Williams is claiming that Johnson's election was
improperly 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 spokeswoman
said Wednesday that he would not comment on the lawsuit. She added that although Reed
hosted a reception for the group last year, when its annual meeting was in Atlanta, he is not an
active member.
The 39-year-old NCBM has suffered a string of setbacks in recent years. It is deep in debt, and a
year ago a former president, George L. Grace Sr., was sentenced to 22 years in federal prison for
racketeering, bribery, mail fraud and wire fraud. Those charges arose from his conduct as mayor
of St. Gabriel, La.
The outlays now under scrutiny came at the same time that the organization was bouncing
checks and failing to pay vendors and hotels all over the country.
This week, Jeff Dickerson, a spokesman for NCBM, said because of its unresolved financial
issues, the organization "had a number of default judgments outstanding, had recently lost its taxexempt 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 the
organization'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 would
not have been able to recover... without the exceptionally talented and loyal Executive Director
and CEO Vanessa R. Williams ..."
The NCBM represents more than 650 African American Mayors across the United States. In
addition to Reed, local members include mayors Mario Avery of Fairburn and Ernestine Pittman
of East Point.
"I am in full support of Mayor Johnson's effort to restore the credibility and respectability of this
organization," Avery said. "All mayors nationwide should expect accountability and sound
financial reporting at all costs. The NCBM is expected to operate with the same level of
excellence."
REL0000003144.0001
cijc.com
Posted: 6:55 p.m. Wednesday, Aug. 28, 2013

purchases
600,000 of the group's money on personal items at stores such as Tiffany and Saks.
"This has killed the momentum of this organization. This is all I have been doing," Williams said. "I
'
Louis Vuitton, as well as Toys 'R' Us and StubHub, a ticket broker.
August, 2012, someone made 13 cash withdrawals totaling 3,600 at Harrah's Casino in New
Orleans.
active member.
of St. Gabriel, La.
of East Point.
"! am in full support of Mayor Johnson's effort to restore the credibility and respectability of this
excellence."
REL0000003175.0001
IN THE SUPERIOR COURT OF FULTON COUNTY

STATE OF GEORGIA
Mayor Kevin Johnson, .
Mayor Patrick Green,
and
Special Task Force of the Board of
Directors of the National Conference of
Black Mayors, Inc.,
Civil Action No. 2013-CV-232781
Plaintiffs
v.
Vanessa Williams,
Robert Bowser,
and
John and Jane Does 1-20
Defendants
and
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 in
the Answer and Defenses and Counterclaims are true and correct
Respectfully submitted
this
day of /VuflU-Srr
.
. 20 Xb ,
Swormtj*and subscribed before me

this 7 uay of fiL
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REL0000003175.0002
Exhibit
Amended April 25,2003
BY-LAWS
OF
N A T I O N A L C O N F E R E N C E OF B L A C K M A Y O R S , I N C .
ARTICLE I
The Corporation
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 II
Membership
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.
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 1Oth day 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. - Bylaws
-2-
(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 shall be 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.
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 right to
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.
_ 4 _
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
Board of Directors
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.
District or Territory
Number of Directors
Entitled to Serve on Board
I-10
II-20
21-30
31 or more
3
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
_ c _
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 filled by theActive 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.
- 6 -
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
-7-
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
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
Committees
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 subject 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
- 8-
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
-9-
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
Officers
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,
_ 1n _
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.
- 11 -
(c)
Only nominations made as hereinbefore provided in this Article shall be in
(d)
The election of officer shall be by secret ballot and shall be conducted by an
order.
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 assumethe 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
- 12-
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.
-13 -
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.
-14-
(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.
-15-
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
Miscellaneous Provisions
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
6.2
Execution of Contracts - The Board of Directors except as in theseBy-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
- 16-
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
- 17-
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
Amendments
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 majority 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
- 18 -
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
State Chapters
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.
- 19-
ARTICLE IX
Black Women Mayors' Caucus
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
(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.
programming;
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.
-20-
Exhibit
B
From: Robert Arrington <robert@aomlaw.com>

Subject: Fwd: BOD Min
Date: August 8, 2013 3:50:14 PM EOT
1 Attachment, 369 KB
Begin forwarded message:

From: "Vanessa Williams" <vwilliams@ncbm.ora>
Date: August 7, 2013 4:38:03 PM EDT
To: '"Richard W, Summers'" <rws@richardsummerspc.com>. '"Robert Arrington'" crobertaomlaw.com>
Cc: "'Vanessa Williams'" <vwilliams@ncbm.ora>
Subject: FW: BOD Min
Please see below. The message from NCBM Assistant Secretary Mayor Earnest Nash.
From: Earnest Nash [mailto:dtyrt09@yahoo.com3
Sent: Friday, August 02, 2013 4:29 PM
To: Vanessa Williams
Subject: Re: BOD Min
i Earnest Nash the Mayor of the City of Gould, Arkansas a member of the National Conference of Black Mayors in
good standing hereby certify that the minutes dated attached to the return e-mail are true and correct, signed
copy has been mailed to Ms. Williams attention.
Rev. Earnest Nashjr
Mayor City ofGould
A City United For Change
BOD 7.13 m-.pdf (369 KB)
MINUTES
OF
THE NATIONAL CONFERENCE OF BUCK MAYORS, INC
BOARD OF DIRECTORS
SPECIAL MEETING
An emergency/special meeting of the Board of Directors of the

National Conference of Black Mayors was held on:
June 12, 2013 at the offices of NCBM Georgia Counselor located at
3915 Cascade Road, Suite 205 Atlanta, Georgia 30331
The following directors were present:
Mayor Antonio Blue
Mayor Earnest Nash
Mayor Michael Blunt
Mayor John Overton
Mayor Robert Bowser
Mayor Gary Richardson
Mayor Johnny DuPree
Mayor Otis Wallace
Mayor James Knox
Mayor Frank Wilson
Mayor John Marks

Attendees present: (4)
Executive Director Vanessa Williams, Ms. Wynona Hartwell (NCBM), Atty. Robert Arrington (Legal Counsel), Atty.
Richard Summers (Legal Counsel)
Mayor Robert Bowser was requested to Chair the meeting.
Mayor Earnest Nash was requested to be the Assistant Secretary of the meeting due to NCBM Secretary, Mayor
Johnny DuPree, being connected on the call via cell phone.
1. Mayor Robert Bower chaired the meeting of the Board of Directors, The meeting was called to order at 1:40 PM.
Mayor Bowser requested NCBM Chaplain, Mayor James Knox to lead tie Board in prayer, after the prayer Mayor
Bowser 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 business.
The status of each member of the NCBM Board of Directors was read into the minutes. Both the 2012/2013 and the
2013/2014 roster was considered to ensure that a quorum existed under either in accordance with the governing
bylaws.
The following represents the directors that were in good standing as of July 1,2012:
NCBM Board of Directors Meeting
Page 1
Last duly elected of 2012/2013 NCBM Board of Directors
LAST
1.
Bowser
FIRST
Robert L.
3.
CITY
STATE
: East Orange
i New Jersey
1st Vice
j President
Kevin
I Sacramento
i California
William A
; 3rd Vice
President
s Birmingham
i Alabama
; Monroe
i Louisiana
\
= Bell
TITLE
? President
{
"
2.
i Johnson
Status as of July 1,2013

I
IN GOOD STANDING
IN GOOD STANDING AS MEMBER
: OF BOD, VP SEAT APPOINTED BY
!
BOWSER 3/12
i
IN GOOD STANDING BUT NOT
ACTIVE ON BOARD DUETO SEAT
BEING APPOINTED 4/13
4.
Mayo
Jamie
Treasurer
5.
DuPree
Johnny L.
Secretary
! Knox
James K. S.
Chaplain
i Northwest
i Wallace
Otis T.
Parliamentarian
Florida
North
Carolina
New Jersey
6.
7.
Hatfiesburg
:! MlSSlSSIfpi
North
Carolina
IN GOOD STANDING
12/13/2012
IN GOOD STANDING
3/4/2013
i_
IN GOOD STANDING
11/28/2012
IN GOOD STANDING
2/5/2013
2/14/2013
Antonio
; Member
Michael
' Member
| Chislehurst
10
Brown
Edward
Member
St. Joseph
Louisiana
IN GOOD STANDING
11.
Bryant
Larry
FouestCity
IN GOOD STANDING
Holly Hill
Arkansas
South
Carolina
1 Johnson
William
; Marks
John
j Member
[ Tallahassee
' Florida
Member
| Maringouin
i Louisiana
Member
North Miami
Florida
14.
Overton,
John
15.
Pierre
Andre D.
16.
: Richardson
17.
18.
Gary
' Member
Wharton
AC,
Member
Wilson
Frank
Member
IN GOOD STANDING
12/17/2012
IN GOOD STANDING
12/5/2012
IN GOOD STANDING
1/23/2013
NO LONGER IN OFFICE
11/8/2012
Midfield
> Alabama
IN GOOD STANDING
12/3/2012
Memphis
i Tennessee
North
Carolina
IN GOOD STANDING
2/11/2013
IN GOOD STANDING
10/29/2012
Bolton
19.
i
; Bell
William V.
20.
j Member
j Durham
i Benjamin
Steve
Member
Columbia
: South
Carolina
Richmond
Virginia
i
Jones
Dwight
Member
Jenkins
Velma H.
Black Women's
Mayor Caucus
23.
Ajoku
MaryL.
Asst Secretory
24.
Espy
Henry
Emeriti
j Clarksdale
25.
Johnson,
Harvey
Emeriti
; Jackson
22.
I Shuqualak
Cruger
IN GOOD STANDING Removed from

BOD due to lack of reappointment during
the annual meeting
North
Carolina
I
j
21.
4/1/2013
2/11/2013
Blunt
13.
2/11/2013
IN GOOD STANDING
Blue
12.
4/22/2013
1/30/2013
9.
Member
Assistant
j Treasurer
DUES PAID
IN GOOD STANDING
j Florida City
j Dobbins
! Heights
8.
: Mississippi
IN GOOD STANDING,Removed from

BOD ctoe to lack of reappointment during
.
tteanni^lmeetirf
Removed from BOD due to lack of
reappointment during the annual
meeting
IN GOOD STANDING BUT
RE SIGNED DUE TO THE PASSING
OF HER HUSBAND
i Mississippi
NO LONGER IN OFFICE
3/5/2013
4/4/2013
1/3/2013
1/10/2013
2/28/2013
Mississippi
NO LONGER IN OFfICE
4/12/2013
i Mississippi
NO LONGER IN OFFICE
11/28/2012
Page 2
2013/2014 NCBM Board of Directors per the May 30,2013 Elections
1.
2.
3.
4.
5.
6.
7.
8.
9.
LAST
Johnson
Bell
Blunt
'Ford
Green
Johnson
DuPree
Blue
Knox
Wallace
FIRST
Kevin
William
Michael
JohnnyL
Patrick
William
Johnny
Antonio
James K.
TITLE
President
1st Vice President
2nd Vice President
3rd Vice President
Treasurer
Asst. Treasurer
Secretary
MUNICIPALITY
Sacramento
Birmingham
Chislehurst
Tuskegee
Normandy
Holly Hill
Hattiesburg
Dobbins Heights
Northwest
Otis T.
Historian
Chaplain
Parliamentarian
Steve
Larry
Member
Member
Edward
John
Nash
John
Gary
A.C.
Member
Member
Member
Member
Member
Member
Columbia
Forrest City
SL Joseph
Tallahassee
Florida City
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Benjamin
Bryant
Brown
Marks
Earnest
Overton
Richardson
Wharton
STATE
California
Alabama
New Jersey
Alabama
Missouri
S. Carolina
Mississippi
N. Carolina
N. Carolina
Florida
South
Carolina
Arkansas
Gould
Maringouin
Louisiana
Florida
Arkansas
Louisiana
Midfield
Memphis
Alabama
Tennessee
Bolton
East Orange
North
Carolina
New Jersey
Wilson
Bowser
Frank
Robert
Member
Emeriti
Jones
Dwight
; Member
Richmond
Virginia
, William
; Member
Durham
N. Carolina
Steve
Henry
Mary L.
Andre
Harvey
Member
21.
22.
Bell
23.
Benjamin
24.
25.
26.
27.
Status as of July 1,2013

IN GOOD STANDING
DUES PAID
2/11/2013
4/1/2013
2/5/2013
5/20/2013
12/10/2012
12/17/2012
IN GOOD STANDING
IN GOOD STANDING
IN GOOD STANDING
IN GOOD STANDING
IN GOOD STANDING
IN GOOD STANDING
2/11/2013
IN GOOD STANDING
IN GOOD STANDING
IN GOOD STANDING
11/28/2012
IN GOOD STANDING
IN GOOD STANDING
4/4/2013
IN GOOD STANDING
IN GOOD STANDING
" IN GOOD STANDING
IN GOOD STANDING
2/14/2013
12/5/2012
12/13/2012
3/4/2013
"""
1/23/2013
IN GOOD STANDING
IN GOOD STANDING
12/3/2012
IN GOOD STANDING
IN GOOD STANDING
"
IN GOOD STANDING. Removed from BOD
due to lack of reappointmentduring the
annual meeting
IN GOOD STANDING, Removed from BOD
due to lack of reappointment during the
annual meeting
IN GOOD STANDING. Removed from BOD
due to lack of reappointment during the
annual meeting
10/29/2012
4/22/2013
2/11/2013
1/3/2013
3/5/2013
Columbia
S. Carolina
4/4/2013
Emeriti
Clarksdaie
Mississippi
4/12/2013
NO LONGER IN OFFICE
Asst. Secretary
2/28/2013
Cruger
Mississippi
NO LONGER IN OFFICE
Member
11/8/2012
North Miami
Florida
NO LONGER IN OFFICE
Bneriti
Jackson
Mississippi
NO LONGER IN OFFICE
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 beingpaid
10 days prior to opening of annual convention per NCBM bylaws.
, Espy
Ajoku
Pierre
Johnson
The request was made that the following directors who had confirmed their participation in the meeting be allowed to
vote via proxy due to the confusion caused by Mayor Kevin Johnson's July 11th email declaring the meeting invalid
and cancelled, it was requested that the following mayors be requested to vote on all items via proxy:
Mayor Larry Bryant
Mayor William Bell (Durham)
Mayor Jamie Mayo
Attorney Summers requested that the board allow him to look at the bylaws and GA law before an action is taken.
The board agreed.
Page 3
2. It was determined and reported that notice of the board of directors meeting had been properly given or waived by
directors in accordance with the bylaws. Executive Director Williams presented the Board of Director list with
confirmation of 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 been
given.
4. APPROVAL OF MINUTES
There was presented to the meeting, a copy of the minutes of the May 31, 2013, NCBM Special Business Meeting.
Mayor Bowser called for the approval of the minutes from the 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 May 31,2013 minutes read into the record of the minutes.
The May 31,2013 minutes where read into record by Vanessa Williams. (Please see attached)
Members of the board requested to have the handwritten minutes of Mayor Mary Ajoku read into the record of the
meeting as well.
Ms. Williams explained the handwritten minutes had been requested of Mayor Ajoku by Ms. Singleterry, Attorney
Winchester and herself but had not been provided by Mayor 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 actions need to be taken as a board, NCBM cannot operate with the restrictions placed
through 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 information in
the minutes than really took place in the meeting.
Mayor Blue: Mayor Wallace during the May 31st meeting, I recall that we only voted to allow Ballard Sphar to do a
fact finding mission to verify our debt. Correct?
Mayor Wallace: Yes sir, you are correct.
Blue: I know. Therefore the minutes are incorrect. We did not vote to have Ballard Sphar to do anything else. We
didn't give them the authority to do anything else.
Mayor 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 front of everybody and neither statement appears in these minutes. This is one
reason I have questions regarding the validity of these minutes. Vanessa you did say we made a request of Mary's
original handwritten minutes.
Page 4
Ms. Williams: Yes sir, but they have not been provided. We do have a copy of what Mayor Ajoku sent to us and
there are changes in the minutes that Mayor Ajoku in her defense did not make, it appears that someone may have
added to her minutes because there is language added and changed in the final version of the minutes that was not
in the final version of Mayor Ajoku's word file that she sent.
Mayor Blue: For the record, it was also understood and stated that Executive Director Williams was not in the
meeting due to her being at the graduation of her son.
Wallace: That is correct.
Mayor Blue: I want to just point out there are a lot of the inconsistencies of the minutes provided from this meeting. If
I were to read these minutes you wouldn't think we knew or approved where our Executive Director was at.
Mayor Nash: I mean no harm, but I also want to add that during the meeting Mayor Ajoku was having a hard time
keeping 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 your attention that in reading the minutes, it was
noted that the minutes of the meeting state that the motion was brought to the body by Mayor Ford and seconded by
Mayor Oliver Gilbert. Is that true?
Mayors: Yes
Ms. Williams: No disrespect to either of our Mayors but Mayor Ford was not in good standing at the time he made
the motion and was elected to the board of directors. Mayor Ford did not pay his dues on time in accordance with the
bylaws. In addition, if this was a board meeting, Mayor Oliver Gilbert should have 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 Gibson in Miami Gardens, FL. He is a newly elected mayor and a
member of the organization. Just not a board member. The May 31st meeting is being called a board meeting yet
they allowed Mayor to second the motion and he is not on the board. Mayor Oliver is an attorney, I believe he
believed that he was in a membership meeting 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 board, just based on that fact alone, I would like to make a motion that we reject the minutes
as written because it was not a legitimate board meeting, I know 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 were
members who were not in good standing making decisions I will make the motion.
MOTION:
Mayor Richardson: Based on these facts, I the make the that motion that we reject the May 31st Special Meeting
minutes. Motion seconded by Mayor Blunt.
Page 5
Mayor Bowser: Roll call on the Motion to reject the minutes:

Roll call on Motion to reject the minutes:
John Marks - yes
Otis Wallace - yes
Ernest Nash - yes
Robert Bowser-yes
Gary Richardson - yes
Antonio Blue-yes
John Overton - yes
Frank Wilson-yes
Michael Blunt - yes
James Knox-yes
Johnny Dupree - abstained (did not attend annual convention due to election)
Mayor Bowser: Based upon the motion duly made, seconded and carried, it is resolved that the minuets from the
NCBM Special Meeting held on May 31, 2013 are not approved.
5. GENERAL COUNSEL
Mayor Bowser: Attorney Susan Winchester has been the General Counsel for NCBM since 2008 only the second
attorney chosen In the history of the organization. Sue came highly recommended by NCBM's then founding General
Counsel of 30 years Attorney George Howell. George assisted Vanessa in finding Sue just before we lost him to
cancer. Sue worked hard over the years to secure attorneys to represent NCBM and our state chapters and she
worked closely with Attorney Summers and Attorney Arrington in preparing for our current court case.
It is my understanding that Attorney Sue Winchester has decided to no longer serve as NCBM General Counsel. As
a result we need to have an action to approve Mr. Richard Summers and Mr. Robert Arrington as General Counsel
for the National Conference of Black Mayors and empower them to continue the work they have done for us in the
past as NCBM's Georgia counsel,
MOTION:
Mayor Marks: I make the motion that Mr. Summers and Mr. Arrington be accepted as NCBM general counsel.
Motion seconded Mayor Otis Wallace.
Roll call on Motion to accept Mr. Summers and Mr. Arrington as NCBM general counsel: voted unanimously yes
Mayor Bowser: Based on the votes Mr. Summers and Mr. Arrington have been unanimously accepted as NCBM
General Counselors.
Mayor Bowser: It is important to correspond with Ms. Winchester and thank her for her time with NCBM and
commitment. We have faced a lot and she stood there with us.
Page 6
Mayor Blue: Absolutely, I also think that it is important that we as a board send Sue a letter thanking her for her
service and for all she has done for the organization. I think this is a step in the right direction. We do need general
counsel that is local here in Atlanta where our headquarters is housed at. So 1 think this is an excellent for the
organization. It is unfortunate that we had to lose Sue in the process, but it is an excellent move and a great addition
to the organization.
6.2013 ELECTION
Mayor Bowser: The next item for consideration is the election that took place on May 31,2013. The election was in
fact found to have been improper and invalid. The execution of the election violated many actions mandated by the
bylaws. The bylaws called for specific things to happen during the election, which did not happen. From what I
gather, there were two people who were actually elected that were not financial, We should have used the secret
ballots that were provided. There needed to be more interaction with the nominating committee prior 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 Sue Winchester in response to our questions concerning the election be added as a part of the record and
adopted as part of any motion to be considered. In the memorandum general counsel Winchester did enumerate
with great detail the precise bylaw references and other reference that may be important as we move forward both in
court and out of court.
The June 11, 2013 elections violation document was read by Williams, (attached.) The memorandum was written to
Mayor Wallace, the parliamentarian from NCBM General Counsel Attorney Susan Winchester on the 11th of June,
2013 regarding the 2013 election violations.
Issues addressed in the document are as follows: (read by Williams)
Bylaws being violated by the voting by voice and hand were used instead of secret ballot
-
The elections were not properly supervised

We had members not in good standing were elected as well as voted
Several members voted who were not qualified to vote because the mayors did not pay dues timely or
didn'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 issues that the elections in fact
were not valid but invalid.
Mayor Wallace: As parliamentarian, I accepted Ms. Winchester's review of the election and as an attorney I
found her findings to be accurate. I reviewed all of 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 legitimate, they
admitted that though some things were not done according to the bylaws they would still consider the election to
be valid.
Mayor Bowser: It important that as a board we always do what is in the best interest of the organization. I have
been a Mayor for over 15 years and I have been a member of this organization from the very beginning. The mayor
before me was a member. This is not about personal agendas people its about us coming together as elected
Page 7
officials and finding a way to support and help each other serve our communities better. Because I know we have a
great amount of discussions on the remaining items on the agenda. I am going to ask that the minutes reflect the
motion and vote moving forward or else the minutes will be thirty pages long.
Mayor Bowser: Called to have a motion made on the document prepared by General Counsel Sue Winchester.
MOTION:
Mayor Blue: I would like to make the motion that we accept and approve the memorandum from General Counsel
Sue Winchester about the invalidation of the election held on May 30, 2013. Motion seconded by Mayor Overton.
Mayor Bowser: Based on the votes the memorandum document prepared by Attorney Sue Winchester regarding
the May 30th election has been accepted and approved.
Roll call on Motion to invalidate the elections: Board voted unanimously Yes
Mayor Bowser: Based upon the motion duly 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 violation from NCBM
General Counsel Sue Winchester.
Mayor Bowser: Based on the approval of the memorandum dated June 11th from Attorney Sue Winchester. Do we
have a motion to invalidate the elections held 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 have
been identified and violations of 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 invalidate the elections: unanimously Yes
of directors have invalidated the elections of May 30, 2013 based on the findings that have been identified and
violations of our governing bylaws.
7. SPECIAL TASK FORCE

Mayor Bowser: Do we have a motion regarding the validation the special task force.
MOTION:
Mayor Blunt: NCBM Board of Directors never gave the authority of the Board to a any committee or Task Force,
based on this. I make a motion for the board of directors of NCBM to take action and invalidate the special task
force and have it dissolved. Motion was second by Mayor Richardson.
Roll call on motion to invalidate the special tasks force and have it dissolved: unanimously Yes.
Page 8
Mayor Bowser Based upon the motion duly made, seconded and unanimously carried, it is resolved that the board
of directors of NCBM have invalidated and dissolved the special tasks force.
8. SPECIAL TASK FORCE

Mayor Bowser: A motion has been called regarding Ballard Sphar, the law firm which was hired by Mayor Johnson
to represent him and the special tasks force.
MOTION:
Mayor Blunt: I make the motion that Ballard Sphar be removed from working with or representing that it works with
NCBM and any affiliate of NCBM. Ballard Sphar was hired by Mayor Kevin Johnson. Ballard Sphar has been
removed and the task force has been dissolved. Ballard Sphar car no longer state that it represent the special task
force, NCBM or any other affiliates of our organization. Motion seconded by Mayor Gary Richardson.
Roll call on motion to remove Ballard Sphar which was hired to represent the special tasks force: unanimously Yes.
of directors of NCBM have released and removed Ballard Sphar for all dealings with the National Conference of
Black Mayors, NCBM Special Task Force and any other affiliate organization of NCBM.
9. GOVERNING BOARD
MOTION:
Mayor Marks: I make a motion that we revert to the last duly elected officers and directors of the board. The board
that was in place prior to the so called elections that has been nullified based on May 30,2013 actions. Motion was
seconded by Mayor Blunt.
Roll call on motion to revert to the previous elected officers and board prior to the May 30,2013 actions:
unanimously yes.
of directors have reverted to the last duly elected officers and directors of the board that were in place prior to the
May 30,2013 election.
10. OFFICE OF PRESIDENT

Blue: I make a motion that we draft a resolution that states that Mayor Kevin Johnson is not to act and is not acting
on the behalf of, the National Conference of Black Mayors. Nor does he represent the board of directors. Mayor
Johnson should cease and desists ail actions he has made against and on behalf of this organization, particularly
while this lawsuit is being pursued by him. The motion was second by Mayor Wilson.
Roll call on motion to write a resolution that states that Mayor Kevin Johnson is not to act and is not acting on behalf
of tire organization nor of the board of directors and he should cease and desists all actions against and on behalf of
the National Conference of Black Mayors, particularly while this lawsuit is being pursued: board voted unanimously
yes
Page 9
of directors of NCBM have approve drafting a cease and desist letter to Mayor Kevin Johnson until the lawsuit has
concluded.
11. FINANCIAL REPORT

Ms. Williams: What we have provided for each of you is a financial snapshot from the financials that have been
provided to the NCBM Board of Directors over the years. We have provided our convention report for this year's
annual convention and the2013 budget and debt schedule. I have also provided a list of previous debts for you to
review and that some of you were looking through earlier has all of the NCBM bank financial statements that I
welcome each of you to review.
As you can see. NCBM financials reflected an organizational debt a little under 1.7 million dollars at the end of the
2004 fiscal year. This indebtedness existed before a majority of us in this room were a part of the organization. But in
defense of my predecessor, I do understand how we got there. Without an active board the financial viability of the
organization is dim. You can have the best of staff but at the end of the day, this is an organization founded on the
principle of empower mayors and mayors communities. So again without an active board even the best of plans will
diminish because those that are partnering are partnering with the organization to help you build better communities.
NCBM is a 40 year old institution. The fact that we have debt and or a deficit during these times should not come as
a surprise. Corporations have debt and deficits and so do some of your cities. If you take a look at the projected
budget that we have provided for your review you will see that we will and are making great strides to come out of our
current debt.
Budget was reviewed and discussed by members line item by line item.
DISCUSSION (Discussion regarding Finances of NCBM has been left in the minutes as a matter of record)
As you can see we started with a vigorous campaign and were very successful. For those who have history with the
organization you are very aware of the challenges we have faced. But despite the way things are being made to
appear. At this very moment the organization has made great progress and have continued to retire portions of our
debt annually, The bottom line 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 able
to retire some of our past debt while successfully closing out the convention without creating new debt. We have
three more events before the close of this year and I am confident that we will be in the black very soon. It was my
hopes that we would have been in the position to retire a greater amount of debt that what has been reflected after
the close of annual convention. However, the unexpected and unfortunate timing of recent developments has
delayed our being able to execute two major contracts which would allow us to establish both sponsorships and
convention host city fees for both NCBM and our partnering Mayoral Association.
I have been in communication with our partners and have explained that I will notify them immediately after the board
convenes with the status of my ability to travel.
Mayor Overton: What do you mean?
Mayor Bowser: This situation has literally shut down our operations. With the mandate that Kevin Johnson placed
on Vanessa and the staff there is no way can do business, they could barely operate,
Page 10
Ms, Williams: Without the approval of the task force placed us in a very difficult situation as it relates to our work in
Nigeria and Colombia. These two nations have been great supporters of NCBM and it is from the international
partnerships that we have created the funding 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 seconded
by Overton.
Roll call to accept projected budget for 2013 be accepted as presented: unanimously Yes.
Mayor Bowser: Upon motion duly made, seconded and unanimously carried, it was resolved that the secretary
would attach a copy of the treasurers report to the corporate minutes book.
12. GENERAL MEETING/ NEW ELECTION

MOTION:
Mayor Blue: I make a motion that we schedule a new election that will be conducted in accordance with the bylaws
as soon as possible, with the both time and place identified so that all eligible members may participate and we can
properly elect the new officers for the National Conference of Black Mayors. The motion was seconded by Mayor
Wilson.
Roll call to schedule a new election that will be conducted in accordance with the bylaws as soon as possible with the
time and place identified so that all members may participate and we can properly elect the new officers for the
National Conference of Black Mayors accepted: unanimously Yes.
Mayor Bowser: Based upon the motion duly made, seconded and unanimously carried, itis resolved that the board
of directors will convene to schedule a new election that will be conducted in accordance with the bylaws, as soon as
possible, with the both time and place identified so that all eligible members may participate and we can properly
elect the new officers for the National Conference of Black Mayors.
13. THE CONFERENCE OF BLACK MAYORS, INC

Ms. Williams: There is an item that we have had before the board before. I thought I had clarity on the
actions that I was instructed to take but in light of the recent events, I would like to request clarity from the
board. The issue is that of the creation of the new entity that staff were instructed to create after the board
was informed of the abuse of the NCBM Federal Tax Id number. As you are aware, we made a request to
the 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 that
we could create a new entity and operate as a DBA or under the new name that we choose. As a result of
my sharing the IRS official response with the board, I was instructed to run the operations of the
organization under our subsidiary. While the board sets up the new corporation and structure.
Page 11
Per the recommendation of the IRS we were advised to submit the last 941 but to wait until Mayor Brown's
and Mayor Grace's trial were over before we submitted the organizations request for any abatements
based on our findings. We were also suppose to submit to the IRS the final results of the case, which I
have done.
Mayor Nash: What is the connection?
Ms. Williams: Mayor Brown was NCBM Treasurer during the time the accounts were opened and
according to bank records was the second authorizing signature on the unauthorized accounts. This was
the reason that the board instructed me to only list myself on the Georgia Secretary of State website. Mayor
Walls was very upset that Chase Bank allowed Mayor Grace to open the accounts under NCBM's name
without proper authorization. He asked how was this allowed to happen they informed us that if someone is
the President or Treasurer of a corporation and they can verify it on the Louisiana or Georgia Secretary of
State website. All they would need is proper ID and a resolution from the board and they could open an
account
Mayor Bowser: Walls did a report to the board on his findings Vanessa add the report to the minutes when
you send them out.
Ms. Williams: As you are aware, staff has been working with the IRS to correct past findings, some of
which the board nor I were aware of. In 2009 we began working with the IRS in an attempt to resolve the
reported tax liability. We have been successful in receiving roughly eighty thousand dollars in abatements
thus far. There is a payment however of roughly eleven thousand dollars that remains due from the tax
period of 2003.1 would like to request that this payment be submitted to the IRS as soon as funds are
available. There has been an extreme amount of goodwill shown towards organization and during a time
that the world is complaining about what the IRS does not do I have found each agent we have worked with
to be extremely helpful. Lastly, we have submitted the requested documentation to the IRS regarding our
exposure 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. A
majority of which have been dormant because we were not aware they existed due to our tenure with the
organization.
So back to my original question, forgive my long explanation. However, we were instructed to operate
under the NCBM operations under our subsidiary. In the beginning the board instructed me to focus on
raising funds to pay off the debt that is under the National Conference of Black Mayors name and to not
use the tax ID number due to the fraud.
Because I have been personally attacked on this issue, I would like clarity from the board on exactly how
the board of directors would like for me to operate moving forward.
MOTION:
Mayor Marks: I make the motion to ratify the boards the boards previous decision regarding the operations of the
organization and to create and operate under the new entity known as the Conference of Black Mayors the staff my
take any and all steps that are appropriate and required by Georgia and Federal law to bring this organization into
Page 12
being aid then report back to the board of directors for additional guidance, The motion was seconded by Mayor
Wilson.
Roll call to move forward in operating under the new name of Conference of Black Mayors accepted: unanimously
Yes.
Bowser: Based upon the motion duly made, seconded and unanimously carried, it is resolved that the board of
directors of NCBM have validated its previous decisions and actions regarding to operations of the organization and
herby approve the staff to complete the steps necessary to create and operate under the new entity known as the
Conference of Black Mayors. The staff my take any and all steps that are appropriate and required by Georgia and
Federal law to bring this organization into being and then report back to the board of directors once this has been
done for additional guidance.
14. PRESS RELEASE

MOTION:
Mayor Blue: I make the motion that our attorneys along with Executive Director Williams are authorized to draft and
generate a press release today stating the actions that took place at the board meeting on July 12,2013 in Atlanta,
Georgia and they are authorized to generate information subsequently from this day forward anything that involves
the Conference of Black Mayors and the National Conference of Black Mayors. The motion was seconded by
Mayor Wilson.
Roll call to allow our attorneys along with Executive Director Williams to draft and generate a press release stating
the actions that took place at the board meeting on July 12,2013 in Atlanta, Georgia and to authorized them to
generate information subsequently from this day forward that involves the Conference of Black Mayors and foe
National Conference of Black Mayors accepted: unanimously yes.
Mayor Bowser: Based upon the motion duly made, seconded and unanimously carried, foe motion passes.
15. IDEMNIFICAHON
Mayor Richardson: I have a concern regarding the lawsuit that has been filed against Mayor Bowser and
Vanessa by Mayor Johnson and the task force. It was the board that instructed Vanessa to not provide that
list of items to Mayor Johnson and we also supported Attorney Winchesters findings that cause Mayor
Bowser to agree to stand in as President until we have a proper election. Is there anything we can do to
assist them while they are fighting this lawsuit
Mayor Blue: I can't believe this thing has got this far out of hand. I asked Kevin to call a board meeting so
we could discuss this and he said No. This just doesn't look good for any of us.
Mayor Overton: How did Mayor Johnson become First Vice President in the first place without being on
the board long?
Mayor Bowser: I appointed him. And for the record, I tried to call Kevin and speak with him several times
and he would not return my call. His staff kept calling me back. I finally got so frustrated about it I told them
Page 13
don't call me again. Vanessa flew to Sacramento to meet with him three weeks before the convention and
he did not mention any of these concerns or make these request of her then. I feel real bad about this.
Ms. Williams: The staff and I met with Mayor Johnson's staff every week since February briefing them for
his role as President. Even I didn't see this coming.
Mayor Blunt: Bowser you don't have to carry that by yourself. This is not your fault. You have come to this
organizations rescue time and time again when we needed you. We all missed it on this one. I did not see
this one coming either.
Mayor Richardson: I would like to make a motion.
MOTION:
Mayor Richardson: I make a motion to approve a resolution effectively indemnifying Williams and Bowser in their
elected and professional respective capacities and to provide them all necessary support and resources to go ahead
and defend against this suit. The motion was second by Mayor Marks
Roll call to approve a resolution effectively Indemnifying Bowser and Williams in their elected and professional
respective capacities and to provide them all necessary support and resources to go ahead and defend against this
suit approved: Unanimously Yes
16. ADJOURNMENT
MOTION:
There was no further business, and upon motion made by Mayor Frank Wilson, seconded by Mayor John Overton,
and unanimously carried, it was
RESOLVED, that all the items and documents have been examined by all directors, and are approved and adopted,
and that all actions taken thus far have been ratified and approved by the directors of the Corporation.
There being no further business, upon motion made and carried, the meeting was adjourned.
Dated:
Secretary
Nfofrfl/
Signature
Earnest Nash. Asst Secretary

Printed Name
Witness:
Signature
Printed Name
Page 14
Exhibit
C

STATE OF GEORGIA
Mayor Kevin Johnson,
Mayor Patrick Green;
and
Black Mayors, Inc.,
Affidavit of Vanessa Williams
Plaintiffs
Vanessa Williams,
Robert Bowser,
and
Defendants
and
The National Conference of Black
Mayors, Inc. (as an indispensable
defendant)
AFFIDAVIT OF VANESSA WILLIAMS
Personally before the undersigned officer, duly authorized to administer
oaths, COMES VANESSA WILLIAMS, who, after being sworn, states as follows:
1.
My name is VANESSA WILLIAMS. I am over the age of twenty-one

years. I make this affidavit based upon my personal knowledge, and for all
purposes provided by law. I am suffering under no legal disabilities, and I am

competent to testify to the facts set forth herein.
2.
This affidavit is offered in support of Defendants' Motion for Interlocutory

Injunction.
3.
I am the CEO/Executive Director of the National Conference of Black
Mayors. I have been authorized by the Board to seek die relief sought in the
aforementioned Motion.
4.
On July 12, 2013, the staff of NCBM hosted Mr. Oscar Gamboa who is die
co-organizer/ convener for the Global Summit of Mayors Meeting diat will take
place in die Republic of Colombia in September. The Global Summit is an
international conference that is a result between the government of Colombia and
NCBM. It is a significant event and revenue source for NCBM, and has been
planned and in stages of development since early 2012, and is one of the two
conferences scheduled for 2013.
5.
Based on my discussions witii Mr. Gamboa, I realized it was imperative tiiat
NCBM availed itself to participate in the scheduled joint planning meeting of the
local organizing committee in Colombia, which had been previously scheduled to

take place on July 17, 2013 in Bogota in preparation for the Global Summit. On
July 14, 2013,1 conferred with the NCBM Board and received permission to attend
the meeting and made the appropriate arrangements.
6.
At that meeting, I was to finalize arrangements for the Global Summit at the
office of the National Association of Mayors of Municipalities with AfroDescendent Populations (AMUNAFRO). AMUNAFRO represents a substantial
part of the Colombian government's local and global outreach to mayors and
community leaders of African descent. AMUNAFRO's leadership works directly
with the Colombian presidential administration (some of whom work as
presidential aides) to achieve their goals.
7.
On July 15,2013,1 received a call from Mr. Gamboa stressing the need for
us to speak candidly and transparently immediately upon my arrival to Colombia.
Mr. Gamboa stressed that he wanted for he and I to meet prior to our meetings with
the full committee. Despite my desire to resolve the matter at the moment, he
would not elaborate on his concern. He only stated that he felt it would be best if
we discussed the matter during my visit.
8.
On July 16, 2013, upon arriving in Colombia, I was met by a member of

NCBM's local business council. Based on our discussion, it was clear that Mr.
Gamboa had deep concerns regarding the leadership struggle taking place between
Mayor Kevin Johnson and the NCBM Board. Mr. Gamboa was originally
supposed to meet me at the airport, but was delayed due to a last minute business
meeting he had to finish.
9.
While waiting for Mr. Gamboa to become available, I learned there was
substantial concern with the Colombian administration and AMUNAFRO the
Global Summit would take place, and whether NCBM was stable enough to host
the event.
10.
The same day I arrived, I had a late meeting with Mr. Gamboa. To my
surprise and dismay, Mr. Gamboa left me with the understanding that 1) he had
been contacted by Mayor Kevin Johnson, 2) Mayor Johnson had informed him that
he should not attend the board of directors meeting that was held on Friday, July
12,2013 because it was not a legitimate meeting, 3) Mayor Johnson instructed him
to skip the meeting and told him that the mayors that were conducting the meeting
did not properly call the meeting nor did they have the authority to take any actions
in the meeting, and 4) NCBM was withdrawing from the Global Summit due to
their internal issues.

11.
At this point, I informed Mr. Gamboa that was not true. I informed him the
Board was concerned the efforts and goodwill showed demonstrated by our
international partners may be jeopardized by Mayor Johnson's course of actions. I
explained that the purpose of the Board meeting was to expressly disavow Mayor
Johnson's actions, and to ensure that the business of the organization could move
forward. I explained the Board's priority was to close out the convention
negotiations, finalize our agreement for die Global Summit, and participate in key
events in association witii die 50th Anniversary of die Civil Rights Movement and
the celebration of the formation of the African Union. I shared with him that each
of diese tilings were my responsibility to complete and die Board wanted to ensure
that they would be completed.
12.
At that point, Mr. Gamboa looked at me with a very concerned face and ask
me if I was telling him the truth. He stated tiiat he has known me for a long time
and had placed a great deal of trust in me but he need me to very transparent witii
him so that he could advise his leadership accordingly.
13.
I assured him that I was telling him the complete truth as I knew it and asked
him where was this distrust and doubt coming from.

14.
It was then that he shared that Mayor Johnson had informed him that I had
been released as Executive Director of the National Conference of Black Mayors
due to misconduct and mismanagement. He stated that he was extremely
concerned because I was the heart of the organization of the event and the
inclusion of both the American and Global Mayors. They were cancelling the
convening of the event as a result of the information received by Mayor Johnson
15.
I immediately attempted to call Mayor Bowser so that he could confirm my
statement but was assured by Mr. Gamboa that he believed me and that he had
never known me to lie to him in the nine years that I have known him even if the
information I had to share was not positive.
16.
I asked Mr. Gamboa was there anything else said or shared with him by
Mayor Johnson that he was concerned or needed clarity on.
17.
He then shared with me the fact that he was aware of the debt of the
NCBM's past due to our conversations over the years and my candor with his
leadership. However he was somewhat alarmed by the information that Mr.
Johnson and Dr. Lowe had shared with him. He then went through his phone to
show me the emailed documents that were sent to him by Mayor Johnson and his
office that were very negative in nature.
18.
After speaking with Mr. Gamboa about the internal matters of NCBM, I
assured him that the current situation would not impact the conference nor would it
prevent the mayors from coming and fellowshipping with the Mayors from Latin
America. I expressed our gratitude for the partnership with Colombia and the
Mayors overwhelming support for the growth of the organization's partnership
with AMUNAFRO.
19.
We concluded the meeting with me providing him an update on the status of
the convention and its international participants from each of the participating
countries.
20.
I also assured him that though Mayor Johnson had not confirmed that the
National Conference of Black Mayors were moving forward with our partnership
to host the Global Summit die board of directors had confirmed this action in its
board meetings over the past 15 montiis and die meeting diat was recentiy held on
the 12th of July. I confirmed by calling key board members in his presence tiiat
Mayor Johnson without board approval could not and should not have attempted to
cancel the event which was schedule to be major revenue stream for the
organization's 2013 fiscal budget.
21.
Upon my return, on July 22,2013,1 notified the board of directors of Mayor

Johnson's recent actions and the impact that it would have had on the
organization's ability to host the scheduled meeting.
22.
It is my belief that Mayor Johnson intentionally tried to sabotage the

conference by representing himself to speak on behalf of the NCBM. I believe
Mayor Johnson took this action without Board knowledge or approval, and did so
in a way as to materially harm NCBM's efforts to conduct business. I further
believe that if allowed to continue, Mayor Johnson's interference will have a
highly detrimental effect on NCBM's financial outlook.
NOTHING FURTHER ON THIS PAGE
FURTHER AFFIANT SAYETH NOT
Vanessa Williams
Sworn to and subscribed before

me this
day of August 2013.
fotary Ppblic
My commission expires:
.^vTiW"
REL0000003176.0001
0
ATLANTA JUDICIAL CIRCUIT
STATE OF GEORGIA
2 6 2.0^3
NATIONAL CONFERENCE OF BLACK
MAYORS, INC., PRESIDENT MAYOR
KEVIN JOHNSON,
MAYORS, INC., SPECIAL TASK
FORCE OF THE BOARD OF
DIRECTORS; and
CIVIL ACTION FILE

NO. 2013CV232781
JUDGE BRASHER
MAYOR PATRICK GREEN, as a

member of the National Conference of
Black Mayors, Inc.
Plaintiffs,
v.
VANESSA R. WILLIAMS; ROBERT
BOWSER; and JOHN and JANE DOES
1-20,
Defendants.
RULE NISI ON CONTEMPT
THIS MATTER comes before this Court on Plaintiffs National Conference of Black
Mayors, Inc. ("NCBM") President Mayor Kevin Johnson, the NCBM Special Task Force of the
Board of Directors, and Mayor Patrick Green as a member of the NCBM's (collectively the
"NCBM Plaintiffs") Motion for Contempt and Sanctions and Leave to Conduct Discovery. In
their Motion, NCBM Plaintiffs seeks to force Defendant Vanessa Williams and Robert Bowser
to comply with this Court's July 15, 2013 Order granting NCBM Plaintiffs' Motion for
Preliminary and Permanent Injunction. The Court's order directed the Defendants to provide all
records of the NCBM as described therein, for the time period beginning January 1, 2009 to the
present, by no later than five (5) days from the entry of the Order (July 22, 2013).
It appears that the Defendants have failed to comply fully with this Court's order
compelling the production of all requested records.
WHEREFORE, THIS COURT ORDERS Defendants Vanessa Williams and Robert
Bowser and their counsel to appear before this Court on OJtlilrU-silt-K , the
x
A- . 2013 at
P3U _
day of
at the Fulton County courthouse, Courtroom 8E,
185 Central Avenue, S.W., Atlanta, Georgia 30303 and then and there make answer under oath
touching upon all matters concerning their failure to completely and fully follow the binding and
legal orders of this Court, and therein SHOW CAUSE, if any exists, as to why they should not be
held in civil and criminal contempt for failing to obey the orders of this Court.
Defendants shall SHOW CAUSE why flic penally against Item for criminal contempt,
iBCdreeictLiuii for a period^rf^weflty-f20)-days 'Or a SSflQ-igc-or'-both. should not be hnpused-asd
further, why the penalty against them for civil contempt should not include incarceration until
such time as all orders of this Court have been duly followed and all records produced, if such
records have been deemed not to have been adequately and fully produced as directed.
FURTHERMORE, attorney's fees and expenses that NCBM Plaintiffs have incurred for
the prosecution of this motion may be imposed against Defendants Williams and Bowser.
FURTHERMORE, this Court may strike any defense that Defendants Williams and
Bowser may ultimately assert in response to NCBM Plaintiffs' Complaint.
Let a copy of this Order be served upon Defendants Vanessa Williams and Robert
Bowser. DEFENDANTS VANESSA WILLIAMS AM) ROBERT BOWSER'S FAILURE
TO APPEAR SHALL RESULT IN AN ATTACHMENT FOR CONTEMPT.
Judge, Fulton County Superior Court

Atlanta Judicial Circuit
cc:
Richard W. Summers, Esq.
Richard W. Summers, PC
VIA EMAIL rws@iichardsummerspc.com
Ethan Cohen, Esq.
Ballard Spahr, LLP
VIA EMAIL cohene@ballardspahr.com
VIA EMAIL pakb@ballardspahr.com
Robert Arrington, Esq.
Law Office of Arrington, Oduola-Owoo & Mason, PC
VIA EMAIL robert@.aomlaw.oom
David H. Pittinsky, Esq.
Ballard Spahr, LLP
VIA EMAIL pittinskv@ballardspahr.com
REL0000003188.0003
I FDlN OFFICE
COPY
ATLANTA JUDICIAL CIRCUIT
STATE OF GEORGIA
MAYORS, INC., PRESIDENT MAYOR
KEVIN JOHNSON,
MAYORS, INC., SPECIAL TASK
FORCE OF THE BOARD OF
DIRECTORS; and
DEPUTY CLERK SUPERIOR COURT

Fill TON COUNTY, GA
CIVIL ACTION FILE

NO. 2013CV232781
JUDGE BRASHER
MAYOR PATRICK GREEN, as a member

of the National Conference of Black
Mayors, Inc.
Plaintiffs,
v.
VANESSA R. WILLIAMS; SUE
WINCHESTER; ROBERT BOWSER; and
JOHN and JANE DOES 1-20,
Defendants.
ORDER
The above-styled case came before the Court for a hearing on July 10,2013 to hear
argument on the Plaintiffs' Motion for a Preliminary and Permanent Injunction. Upon
consideration of the Motion, the arguments of the parties, and the law, the Court GRANTS the
Plaintiffs' Motion as set herein.
The National Conference of Black Mayors (the "NCBM") is, all pallies agree,
struggling financially. The parties disagree, however, on where the fault lies for the NCBM's
financial difficulties.
Order Denying Motion for Continuance

Fulton County Superior Court
2013CV232781
Page 1
According to Defendants Executive Director Vanessa Williams and Mayor Robert

Bowser,' the fault lies with former NCBM member, non-party Mayor George Grace. According
to the Defendants, Mayor Grace stole "significant amounts of money" from the NCBM and
stained its reputation. Executive Director Williams is working to restore the dignity and
financial stability of the NCBM. If the Defendants are to be believed, the NCBM's debt will be
eliminated by the end of 2014.
The Plaintiffs, on the other hand, hold Executive Director Williams responsible for the
perilous financial position of the organization. According to the Plaintiffs, Plaintiff Mayor Johnson
was properly elected as President of the NCBM in a regularly called meeting of the members.
Immediately thereafter, now-President Johnson fonned, with the support of the Board,2 a special
committee to perform a forensic audit of the books of the NCBM.
The Plaintiffs, consisting of President Johnson,3 Mayor Patrick Green, and the NCBM,
have sued Executive Director Williams and Mayor Bowser for, inter alia, breach of fiduciary
duty. The Plaintiffs have filed the instant Motion asking for certain records, which the Plaintiffs
contend are being held by Executive Director Williams. The Plaintiffs want the records so that
they can perform the forensic audit authorized by the Board.
OCGA 14-3-1602, 14-3-1604, and 14-3-1620 govern the procedures whereby a member
of an organization can obtain the organization's records for inspection. OCGA 14-3-1602(c)
allows a member to obtain:
(1) Excerpts from minutes of any meeting of the board of directors, records of any
action of a committee of the board of directors while acting in place of the board of
1 Mayor Bowser also contends that he is the President of NCBM. The disagreement over the proper President of the
organization is one of the ultimate questions in the lawsuit.
2 The "support of the Board" is likewise hotly contested.
3 The Court acknowledges, as it did in FN 1, that Mayor Johnson's position as President is a fundamental issue in
the case.

2oi3CV23278i
Page 2
directors on behalf of the corporation, minutes of any meeting of the members, and
records of action taken by the members or the board of directors without a meeting,
to the extent not subject to inspection under subsection (a) of this Code section;
[and]
(2) Accounting records of the corporation.
OCGA 14-3-1620(a) provides,
(a) A corporation upon request in writing or by electronic transmission from a
member shall furnish that member its latest prepared annual financial statements,
which may be consolidated or combined statements of the corporation and one or
more of its subsidiaries or affiliates, in reasonable detail as appropriate, that include
a balance sheet as of the end of the fiscal year and statement of operations for that
year. If financial statements are prepared for the corporation on the basis of generally
accepted accounting principles, the annual financial statements must also be
prepared on that basis.
If an organization refuses to provide records properly requested by a member, that member can
request an order from a superior court pursuant to OCGA 14-3-1604.
The record shows that the members requesting the records, President Johnson and Mayor
Green, are members of the NCBM. Therefore, these Plaintiffs have standing to make the request.
The records requested by the Plaintiff are:
All financial reports and records, bank account statements, credit card statements,
check images, wire transfers, payor records, financial statements, including without
limitation income statements, balance statements and statements of cash flow, audits,
accounting reports, expense reports, staff expenses, and reimbursements, receipts,
purchase orders, invoices, utility bills, insurance policies, settled claims, tax
documents and filings, contracts, leases, deeds, corporate filings, meeting minutes,
internal memoranda, attorney/client communications, and all documents the National
Council of Black Mayors plaintiffs have previously requested from defendants
collectively defined as the business records.
The stated purpose for the request, so that the Plaintiffs can perform a forensic audit of the NCBM,
has been described with particularity, and the records requested by the Plaintiffs are directly
connected with this purpose. The Plaintiffs have shown that the records were timely requested in
good faith, for a proper purpose. Furthermore, the Plaintiffs have shown that their stated purpose is
2013CV232781
Page 3
reasonably relevant to their interests as members of the NCBM. The Plaintiffs have stated that they
will use the records only for these purposes. The Court thus finds that the Plaintiffs have made a
proper request pursuant to OCGA 14-3-1602(d).
Therefore, the Court GRANTS the Plaintiffs' request for an injunction for the records found
in the paragraph above, with the limitation that the request be limited in time to the period from
January 1, 2009 to the present. The Defendants must produce the records for the Plaintiffs to copy
within 5 days of the entry of this Order.
Pursuant to OCGA 14-3-1604(c), "[i]f the court orders inspection and copying of the
records demanded, it shall also order the corporation to pay the member's costs (including
reasonable attorneys' fees) incurred to obtain the order unless the corporation proves that it refused
inspection in good faith because it had a reasonable basis for doubt about the right of the member to
inspect the records demanded." The Court finds that the Defendants did not refuse the inspection in
good faith. OCGA 14-3-1602 clearly allows for the provision of these records. The argument
over the position held by President Johnson vis-a-vis Mayor Bowser within the NCBM, and the
parties' requirements to comply with the bylaws, have no bearing on the clear statutory duty owed
the Defendants to turn these records over, which records are in their possession.
The Plaintiffs will file an affidavit setting forth the attorney's fees incurred in prosecuting
this Motion within 30 days of the entry of this Order. The Defendants have 30 days thereafter to
contest the fees set forth in the Plaintiffs' affidavit. The Court will set a hearing on the issue should
one be necessary.
The Court sees no basis to restrict the usage of the records under OCGA 14-3-1604(d).
The records, and the results of the audit, are therefore not restricted

2013CV232781
Page 4
The Court's ruling on statutory grounds renders moot the parties' other arguments regarding
the requirements owed pursuant to the NCBM bylaws, as well as the parties' arguments concerning
each other's rights to hold certain positions within NCBM.
The Honorable Christopher S. Brasher

Fulton County Supenor Court
Atlanta Judicial Circuit
cc:
Richard W. Summers, Esq.
Richard W. Summers, PC
VIA EMAIL rws@richardsummerspc.com
Ethan Cohen, Esq.
Ballard Spain, LLP
VIA EMAIL cohene@ball ardspahr.com
Robert Arlington, Esq.
Law Office of Arlington, Oduola-Owoo & Mason, PC
VIA EMAIL robert@aomlaw.com
Courtesy Copy:
David H. Pittinsky, Esq.
Ballard Spahr, LLP
VIA EMAIL pittinsky@ballardspahr.com

2013CV232781
Page 5
REL0000003199.0002
Amended April 25,2003
BY-LAWS
OF
NATIONAL CONFERENCE OF BLACK MAYORS, INC.
ARTICLE I
The Corporation
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 n
Membership
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.
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 1Oth day of January for
the ensuing calendar year. Payment of the membership fee after January 1Oth 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.
-2-
(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 shall be 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.
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 right to
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 attheAnnual Convention during which the Annual Business Meeting is held.
-4-
2.16
members may be taken without a meeting if consented to in writing by all of the members entitled to
vote thereon.
ARTICLE HI
Board of Directors
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.
District or Territory
Number of Directors
Entitled to Serve on Board
I-10
II-20
21-30
31 or more
3
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 territoiy 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
-5 -
state, district or territory shall certify in writing to the Secretary of the Corporation the name(s) of the
duly elected director(s) 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 Mayors O 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 with out regard to the number of previous terms i n office provided that he/she continues
to be an Active Member in good standing.
3.4
Vacancies - Vacancies on the Board ofDirectors may be filled by the Active Members
residing in the affected state, district, or territory in a meeting assembled for the purposeof 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 Secretaiy. 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-
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
-7-
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
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
Committees
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 subject 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
-8 -
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
-9-
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
This 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 fond 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
Officers
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,
_ 1O -
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)
A Committee 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.
- 11 -
(c)
Only nominations made as hereinbefore provided in this Article shall be in
(d)
The election of officer shall be by secret ballot and shall be conducted by an
order.
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 the 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
- 12-
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
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.
- 13-
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 for the 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.
- 14-
(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.
- 15-
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
Miscellaneous Provisions
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
6.2
Execution of Contracts - The Board of Directors except as in theseBy-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
- 16-
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 Axticle VI of these By-laws shall serve without compensation, except that the
Executive Director shall be entitled to receive for services 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
National Conference of Black Mayors, Inc. -Bylaws
-17-
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
Amendments
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 majority 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
_ lo_
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 Vin
State Chapters
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 Chapterto 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.
- 19-
ARTICLE IX
Black Women Mayors' Caucus
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
(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.
programming;
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.
-20-
REL0000003204.0001
D ] \ V'i
FILED IN OFFICE

STATE OF GEORGIA
National Conference of Black Mayors, Inc.

President Mayor Kevin Johnson[sic], National
Conference of Black Mayors, Inc. Special
Task Force of the Board of Directors[sic], and
Mayor Patrick Green, as a member of National
Conference of Black Mayors, Inc.,
AUG - 9 2013
DEPUTY CLEFy< SUPERIOR COURT
FULTtfN COUNTY. RA
CIVIL ACTION FILE NO. 2013CV232781
Motion for Joinder of National Conference

Of Black Mayors, Inc. as a Party
Plaintiffs,
v.
Vanessa R. Williams, Sue Winchester, Robert
Bowser, and John and Jane Does 1-20
Defendants
MOTION FOR JOINDER OF NATIONAL CONFERENCE OF BLACK MAYORS. INC.

AS A PARTY
COME NOW, Vanessa R. Williams and Robert Bowser, Defendants in the above matter,
through counsel, pursuant to O.C.G.A. 9-11-19, and file this their Motion For Joinder of National
Conference of Black Mayors, Inc. as a Party, respectfully showing the Court as follows:
Introduction
The Plaintiffs in this case are two individuals identified as Kevin Johnson, and Mayor
Patrick Green, as members of National Conference of Black Mayors, Inc. ("NCBM"). The third
Plaintiff is the so-called "Special Task Force" of NCBM. The allegations in this equitable action
encompass a broad spectrum of allegations against the Defendants who are the Executive
Director and Past President and acting President of NCBM.
The allegations are that the Defendants have not cooperated with a requested audit of
NCBM and that both Defendants are taking actions that are or threaten to cause irreparable harm
to NCBM and should be enjoined by this Court. Interestingly, there is little, if any mention, of
any irreparable harm to these Plaintiffs. The "harm" that so much is made of in all of the
Plaintiffs papers relates to NCBM, which is a non-profit corporation organized under the laws
of the State of Georgia. The named Plaintiffs are not the real party at interest. In reality, the
relief sought by Plaintiffs can only be granted by the Board of Directors of the NCBM, which
opposes Plaintiffs' activities, and has steadfastly supported Defendants throughout this process.
Further, it is clear that in the absence of NCBM as a party, complete relief cannot be afforded
among those who are already Parties. Hence, Defendants bring this Motion.
Argument and Citation of Authorities
O.C.G.A. 9-11-19 (a) which provides that a party, subject to service, may be joined if
complete relief may not, in the absence of that Party, be afforded to those who are already
parties. The issue is whether the party is "indispensable."
"Indispensable" refers to a person or entity in whose absence either partial or complete
relief would be "hollow." It protects the absent party against prejudice to it that may result from
a disposition of the action in its absence. The code section in part (b) enumerates factors to be
considered by the court in making that determination.
The questions to be considered are as follows:
1. would a judgment rendered in the absence of the party be prejudicial to
him or others in the action;
2. the extent to which shaping the relief, the prejudice can be lessened or
avoided;
.
3. whether the judgment rendered in the party's absence will be adequate;

4. Whether the plaintiff will have an adequate remedy if the action is
dismissed for nonjoinder; and
5. Whether, and by whom prejudice might have been avoided now or in the
future.
The above factors applied here make a compelling case that NCBM is indispensable.
First, all of the Plaintiffs allegations of harm (which Defendants vigorously deny) relate to harm
that will supposedly affect NCBM. None of the references to harm in the Motion for
Preliminary Injunction relate to these Plaintiffs who are mysteriously named the "NCBM
Plaintiffs." The prejudice to NCBM in granting relief without its presence becomes obvious
when examined against the Plaintiffs' claims of imminent harm.
For example, in their Motion, at Par. 16, the so-called harm that will occur (all of which
is strenuously denied) is spelled out as follows:
1. The business and financial affairs (of NCBM) will continue to lie
in a state of disarray causing further injury
2. Present debts and defaults that Defendants have caused will result
in the "possibility" to incur new ones, if the audit does not happen.
3. The financial records could be altered or destroyed.
(Plaintiffs' Motion for Preliminary Injunction, Par. 16.)
In actuality, each of the above allegations of harm relates to NCBM. It is NCBM's
interests that are at stake in this matter, not the individual Plaintiffs, and certainly not the
"Special Task Force." In fact, there is not one reference to a specific threat of harm to the actual
Plaintiffs themselves that would trigger injunctive relief. There is a real question as to whether
3
the Plaintiffs have standing to bring this action, which is addressed more completely in our
Motion to Dismiss under 12(b)(6), which is being filed contemporaneously with this Motion.
Obviously, it is NCBM that will be affected by the outcome of this equitable proceeding
and it is clearly "indispensable" under the previous reasoning. Any relief that requires either a
cessation or initiation of some activity of Defendants would be "hollow" without the presence of
NCBM in this case. There is certainly no prejudice to the Plaintiffs in the joinder of NCBM as a
party.
Further, the NCBM Board of Directors has requested to be added as a defendant in this
case.
Finally, NCBM is amenable to the jurisdiction of the court as a Georgia non-profit
corporation. Its joinder would not deprive the court of jurisdiction.
WHEREFORE, Defendant respectfully requests that their Motion be inquired into
and that National Conference of Black Mayors, Inc. be named as an indispensable party
Defendant to this Action.
This
of August, 2013.
Respectfully submitted,
RICHARD W. SUMMERS
Georgia Bar No. 692025
Attorney for Defendants
RICHARD W. SUMMERS, P.C.
3023 Maple Drive
Atlanta, Georgia 30305
(404) 842-1404
rws@richardsummerspc. com
Robert L. Arrington (with exp&ss permission)

Attorney for Defendants Vanessa Williams and
Robert Bowser
ARRINGTON, ODUOLA-OWOO & MASON P.C.

3915 Cascade Road, Suite 205
Telephone: (404) 549-6773
Facsimile: (404) 549-6771
robertfSaomlaw.com
CERTIFICATE OF SERVICE
This is to certify that I have this day served the within and foregoing Motion For
Joinder of National Conference of Black Mayors, Inc upon opposing counsel by placing same
in the United States mail, postage prepaid, and properly addressed as follows:
Ethan H. Cohen (cohene@ballardspahr.com)
Byung J. Pak (pakb@ballardspahr.com)
999 Peachtree Street, Suite 1000
RICHARD W. SUMMERS
3023 Maple Drive
(404) 842-1404
rws@richardsummerspc.com
REL0000003204.0003
IN THE SUPERIOR COURT OF FULTON COUN

STATE OF GEORGIA
and
Black Mayors, Inc.,
Defendants' Response to Plaintiffs'

Second Motion for Preliminary
Injunction and Permanent Injunction
Plaintiffs
v.
Vanessa Williams,
Sue Winchester,
Robert Bowser,
and
Defendants
and
Inc. (as an indispensable defendant)
DEFENDANTS' RESPONSE TO PLAINTIFFS' SECOND MOTION FOR
PRELIMINARY RESTRAINING ORDER. AND PERMANENT INJUNCTION
NOW COME Defendants National Conference of Black Mayors, Inc.,
("NCBM"); Mayor Robert Bowser as President of the NCBM; and Vanessa Williams, as
Executive Director of NCBM by and through their undersigned counsel of record and,
pursuant to the Court's Order, file their response to Plaintiffs' Second Motion for
Preliminary and Permanent Injunction, respectfully showing the Court as follows:
I. Introduction
Plaintiffs second Motion amounts to basically a third filing of the same request for
injunctive and declaratory relief. Once again, the Plaintiffs conveniently ignore the
longstanding rule that a Board of Directors has the right to fully govern its organization.
Instead, they cling to the ill-advised notion that - even if they were properly elected
officers - their position somehow grants them vast-ranging authority to override (and
effectively suspend) the powers and directions of the Board of Directors, and instead
govern the NCBM as they see fit. To that end, they assert an unconscionable request for
this Court to become complicit in their effort to assert sole, unchecked and patently
illegal control over the organization.
In their Response to Defendants' Motion to Dismiss, plaintiffs assert they
represent the NCBM Board by virtue of the "Special Task Force," which was created by
Mayor Johnson without Board Approval. Yet, in their Second Motion for Preliminary
and Permanent Injunction, Plaintiffs seek to enjoin the same Board which they claim to
represent.
At best, Plaintiffs' claims strain credulity, rely upon out-of-state authority that
conflicts with their own arguments, and ignore Georgia law, the Bylaws and the actions
of the Board of Directors. Through their own bad-faith efforts, Plaintiffs seek sanction of
a coup d'etat within the organization. Defendants respectfully request that these efforts
be DENIED.
Request for Relief
Originally, the issues in this case were couched in terms of the ultimate outcome and
effect of the disputed election for President that occurred at the end of May, 2013. Since
that time, as a result of repeated bad-faith acts by Plaintiff Mayor Johnson, the issues now
are reduced to a fundamental question that is separate from the Court's determination of
the election results
how and by whom will NCBM be governed?
We maintain that NCBM should be governed by Georgia Law and its Bylaws, which
individually and collectively grant the Board of Directors virtually unlimited authority to
run the organization as it sees fit. Both Georgia law and the Bylaws permit the NCBM's
Board to authorize (or de-authorize) any actions made by an officer, to dictate how
officers may represent themselves or the NCBM, and if necessary, to strip officers of
their authority and/or remove them from their positions.
In support of this response, Defendants rely upon Exhibits A-C, filed as attachments
to Defendants' previously filed Motion for Interlocutory Injunction, which are
incorporated by reference herein.
II. Statement of the Facts
Defendants hereby incorporate by reference the facts stated in their (first)
Response to Plaintiffs' Motion, as well as their Motion for Interlocutory Injunction.
On May 30,2013 the NCBM held an election of officers during its annual
convention in Atlanta. Despite numerous material deficiencies in the conduct of the
election, Mayor Johnson declared himself the winner. The following day, Mayor Johnson
held a hastily arranged "special meeting" of the membership (which, again, was not a
board meeting). At that meeting, Mayor Johnson took actions which could only be
authorized by the Board, namely the creation of a "Special Task Force," hiring of outside
legal counsel, and calling for an audit
In the weeks following the "election", Mayor Johnson engaged in numerous
activities that created conflicts with the Board and staff members. Despite protests as to
his authority and validity of his election, he refused to discuss the propriety of his actions.
Instead, he initiated this legal action. In both a June 20,2013 letter and a resolution
following a July 12, 2013 meeting, the Board ordered Mayor Johnson to cease and desist
from actions that suggest that he represents NCBM and expressly disavowed his
authority and actions.
As of the date of this filing, Mayor Johnson has neither participated in nor called
for a meeting of the Board which he claims to represent. Rather, he has continuously and
repeatedly defied the Board. Moreover, he persists in issuing defamatory statements
against Defendant Williams throughout the NCBM network and to outside parties,
including business associates of NCBM.
In addition, Mayor Johnson has attempted to sabotage the NCBM plan to hold an
international conference in September, 2013. He has done so by calling the conference
partners and knowingly misinforming them that Ms. Williams had been fired, that the
conference was cancelled, and that he is the only proper NCBM contact. These bad faith
efforts orchestrated by Mayor Johnson have seriously jeopardized the NCBM's ability to
conduct its primary business of holding conferences both domestically and abroad.
Power Structure of the NCBM
As stated in prior filings, NCBM is - and has always been - an organization that
vests all authority in the Board of Directors. Without the direct authority granted by the
Board, officers and individual board members have very little discretion to act on behalf
of the NCBM. In practice, the Board actively governs every aspect of organizational
structure, including the holding of elections, the creation of committees, and all staffing
matters. It also maintains its right to change direction or undo any of its actions. In short,
all material matters in the NCBM require explicit Board authorization. This forty year
old policy has been clearly articulated in the Bylaws since at least 2003, and folly
conforms to Georgia law.
As Plaintiffs are aware, NCBM elected officer positions are largely ceremonial.
The intent is that officers are responsible primarily for streamlining meetings, making
appointments to Board-authorized committees, and tending to other minor administrative
tasks. It is important to remember that the NCBM consists of elected mayors who are
presumably busy running their cities and townships. That is why the Board selects a foil
time non-mayor CEO who is responsible for the day-to-day activities, including
management and revenue generation. The CEO, currently Defendant Williams, reports to
the Board and only to the Board.
III. Present Procedural Status
Defendants are presently making total of four filings (including this Response)
with the Court. We have no interest in inundating the Court, but each pleading is
required and related to a specific aspect of this case as explained below.
Response to Second Motion - This Response is made pursuant to the Court's Order
and is meant to underscore that, regardless of any contested election, appointment, or

action, the Board has the ultimate authority to govern the NCBM. This authority, which
has long been the law in Georgia and NCBM's Bylaws, is inviolable. It is not subject to
an internal disagreement between the Board and a corporate officer.
Motionfor Joinder - This Motion is required because NCBM is an indispensable
party. Contrary to the position taken by Plaintiffs, the NCBM and its Board of Directors
oppose the actions taken by Mayor Johnson, and have specifically requested to be joined
to this action as co-defendants and counterclaimants.
Motionfor Interlocutory Injunction - As mentioned in the Statement of Facts, above,
Mayor Johnson has embarked on a campaign of untruths as to the status of NCBM and
Mrs. Williams. This includes contacting NCBM business partners and informing them
Mrs. Williams had been terminated, that long-planned conferences had been canceled,
and they he was the only correct NCBM contact. All of these actions were intentional
and designed to irreparably harm the NCBM's ability to conduct business and to damage
Mrs. Williams' reputation. This Motion seeks to enjoin the Plaintiffs from continuing
with those wrongful activities.
Answer and Counterclaims - This document is responsive to Plaintiffs' Verified
Complaint. In addition, it includes claims of defamation and breach of fiduciary duty

stemming from Plaintiffs' efforts to attack the reputation and ability to conduct business
of the Defendants.
IV. Argument and Citation of Authorities
Defendants hereby incorporate by reference the Argument and Citation of Authorities
sections stated in their First Response to Plaintiffs' Motion, as well as their own Motion
for Interlocutory Injunction.
Supreme Authority of the Board of Directors
The applicable Georgia law governing the authority of the board of directors of a
non-profit corporation is both concise and straightforward:
14-3-801. Requirement for and duties of board of directors
(a) Each corporation must have a board of directors.
(b) Except as provided in this chapter or subsection (c) of this Code

section, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation managed under the
direction of, its board (emphasis added)
(c) No limitation upon the authority of the directors, whether contained in

the articles of incorporation or bylaws, shall be effective against persons,
other than members and directors, who are without actual knowledge of
the limitation.
In addition, the Code addresses specifically the roles and limitations of an officer:
14-3-841. Duties of officers
Each officer has the authority and shall perform the duties set forth in
the articles or bylaws or, to the extent consistent with the articles or
bylaws, the duties and authority prescribed by the board.,.(emphasis
added). Unless the articles, bylaws, or a resolution of the board of
directors of the corporation provides otherwise, the chief executive officer
or the president if no person has been designated as chief executive officer
of the corporation shall have authority to conduct all ordinary business on
behalf of the corporation and may execute and deliver on behalf of the
corporation any contract, conveyance, or similar document not requiring
approval by the board of directors or members as provided in this chapter.
(Emphasis added).
Finally, O.C.G.A. 14-3-843(b) permits the Board to sanction or remove "any
officer at any time, with or without cause."
Taken together, these statutes grant the NCBM Board full authority to
make determinations as to who may serve as an officer, what authority ,if any,
such officers are granted and how they may represent the organization. This also
fully conforms with the case law cited by Plaintiffs. See e.g. Pollock v. Crestview
Country Club Ass'n. 41 Kan. App. 2d 904, 910 (Kan. Kt. App. 2009). In Pollock,
the opinion states
Courts will not interfere and take jurisdiction of cases involving the
disciplining, suspension or expulsion of members of a private social club,
organized as a nonprofit corporation where it appears that disciplinary

proceedings are in substantial compliance with the by-laws of the club.
Additionally, the statutory provision that governs the NCBM Bylaws fiilly
permits the Board to remove at will any officer that does not comply with its
directives. O.C.G.A. 14-3-843(b)
Plaintiffs' Bad-Faith Actions Have Jeopardized the Future of NCBM, and
Preclude the Granting of Equitable Relief
It is axiomatic that "a party seeking equity must first do equity," and that relief is
inappropriate where that party has acted in bad faith. Matrix Financial Services. Inc.. v.
Dean. 655 SE 2d. 290, 294 (Ga. App. 2007) (citing OCGA 23-1-10 "He who would
have equity must do equity and must give effect to all equitable rights of the other party
respecting the subject matter of the action.") In this case, Plaintiffs' actions have been
disingenuous at best. From the outset, Mayor Johnson has been fully aware that the
election process was in material violation of several sections of the Bylaws. The
following day, without Board approval, he created the STF, and immediately hired his
personal longtime law firm, Ballard Spahr to conduct the requested audit.
With full knowledge that NCBM staff was on vacation the week following the recent
national convention, he authorized Ballard Spahr staff to contact the landlord at NCBM
headquarters in an attempt to gain unauthorized access to NCBM's offices with the intent
to literally clear out all the documents. One representative legal counsel of Ballard Spahr
has threatened to report NCBM's General Counsel to the California State Bar.
This
type of behavior has ground NCBM's business operations to a near-halt, and falls far
short of "equitable."
Defamatory Acts and Interference with Business Operation
Despite being informed by the Board on numerous occasions that his actions had
been disavowed and that he was ordered to cease and desist all activities, Mayor Johnson
has continued to operate in open defiance of the Board's direction, resulting in
expenditure of substantial effort and limited resources.
At a minimum, an officer and member of the Board has a singular fiduciary duty
to act in the best interests of the organization. There is no reasonable or legitimate
justification for Mayor Johnson's bad-faith efforts to spread outright lies about the
employment status of NCBM's Executive Director.
Likewise, there is no excuse for Mayor Johnson's explicit attempt to sabotage a
conference that has been fifteen months in the planning and represents a primary source
of revenue. Had he been successful, the cancellation would have had a catastrophic effect
on NCBM's finances. Although the Georgia law does not require proof of "cause" for
dismissal, Mayor Johnson's actions are clearly in breach of his fiduciary duties, are
disruptive and destructive to NCBM's ability to conduct business, and fully justify
sanctioning or outright removal.
Plaintiffs' Requests to Enjoin the Board are Illegal and Contrary to Public Policy
Plaintiffs have made numerous requests for injunctive and declaratory relief
requesting the Court to hold Johnson is in fact the duly elected President, and to
substantially constrain the Board's powers. Even in the unlikely event that the Court were
to agree, the simple fact is the Board is well within its statutory authority to immediately
remove him from office, rendering moot any need for a declaratory judgment
Therefore, the only way Plaintiffs can prevail is by the Court ignoring both Georgia
law and Bylaws, and holding that the Board relinquished its authority to Mayor Johnson
based entirely on Mayor Johnson's erroneous representations. This clearly violates the
letter and spirit of the law as well as the Bylaws and public policy that encourages
corporations to largely govern their own internal processes.
Board Actions
Since the onset of this dispute, the Board has met on several occasions. On June 20,
2013, it issued a letter demanding that Mayor Johnson cease and desist his litigious
actions. On July 12,2013 the Board held a special meeting in which it expressly
disavowed Mayor Johnson's actions, and negated the election. On August 14,2013 the
Board will hold its first regular meeting since the convention at the end of May, 2013.
At this meeting, the Board is expected to further ratify the decisions reached in the
July 12, 2013 meeting. As Mayor Johnson (who continues to contend that he is acting on
behalf of the Board) is likely to protest this meeting, the Board is open and willing to
request an order from the Court to timely convene the meeting, and resolve these issues
pursuant to the O.C.G.A. and Bylaws.
V. Conclusion
In the first and final analysis, the Board has the ultimate right to determine the
direction and affairs of NCBM. Mayor Johnson has attempted to circumvent this
inconvenient fact by asking the Court to ignore statutory authority, case law, corporate
bylaws, Board resolutions and general judicial principles and to simply take him at his
word. For all the above-stated reasons, Defendants respectfully submit Plaintiffs'
motion(s) should be DENIED.
10
Respectfully submitted this 9th
Robert L. Arringtori
U
ARRINGTON, ODUOLA-OWOO & MASON P.C.
Telephone: (404) 549-6773
Facsimile: (404) 549-6771
Kicnara W . bummers
3023 Maple Drive
Telephone: (404) 842-1404
Facsimile: (404 842-1463
Attorneys for Defendants Vanessa Williams,
Mayor Robert Bowser, and the NCBM
11

STATE OF GEORGIA
and
Black Mayors, Inc.,
Defendants' Response to Plaintiffs'

Second Motion for Preliminary
Injunction and Permanent Injunction
Plaintiffs
v.
Vanessa Williams,
Sue Winchester,
Robert Bowser,
and
Defendants.
This is to certify that I have this day served a true and correct copy of
Defendants' Response to Plaintiffs' Second Motion for Preliminary Injunction and
Permanent Injunction upon all parties of record by placing same in the United States
mail, postage prepaid, and properly addressed as follows:
Byung J. Pak, Esq.
Ballard Spahr LLP
Atlanta, GA 30309
12
REL0000003204.0005

STATE OF GEORGIA
and
Black Mayors, Inc.,
Defendants' Answer, Defenses and

Counterclaims
Plaintiffs
v.
Vanessa Williams,
Robert Bowser,
and
Defendants
and
DEFENDANTS' ANSWER. DEFENSES AND COUNTERCLAIMS
NOW COME Defendants Vanessa Williams as Executive Director of the National
Conference of Black Mayors, Inc. ("NCBM"); Robert Bowser as President of the NCBM;
and John and Jane Joes 1-20, as well as the National Conference of Black Mayors, Inc.
(as an indispensable party defendant1) by and through their undersigned counsel of
1 On
July 9, 2013 Defendants submitted their Motion to Dismiss for failure to name
NCBM as an indispensable party, which included a motion for joinder (as a codefendant) under OCGA 9-11-18 and 19. The Court has not ruled on that Motion, which
record, and hereby file their Answer, Defenses and Counterclaims, respectfully showing
the Court as follows:
FIRST AFFIRMATIVE DEFENSE
The Complaint fails, in whole or in part, to state a claim upon which relief can be
granted.
SECOND AFFIRMATIVE DEFENSE
The Complaint fails, in whole or in part, because plaintiffs lack standing to pursue
this action on behalf of any "NCBM Plaintiffs".
THIRD AFFIRMATIVE DEFENSE
The Complaint fails, in whole or in part, due to the plaintiffs' failure to name
NCBM (as an indispensable party) as a defendant.
FOURTH AFFIRMATIVE DEFENSE
The Complaint fails, in whole or in part, because the plaintiffs' damages, if any,
were proximately caused by the acts or omissions of the plaintiffs or of others over whom
Defendants (as improperly named) had no control or right to control.
FIFTH AFFIRMATIVE DEFENSE
The Complaint fails, in whole or in part, because the plaintiffs' failed to make
reasonable efforts to mitigate or minimize their damages, if any.
SIXTH AFFIRMATIVE DEFENSE
is hereby renewed and incorporated by reference into this document. This document is
submitted with respect to the Court's pending decision.
2
The Complaint fails, in whole or in part, because while denying any liability with
respect to the subject matter of the Complaint, Defendants state that insofar as liability
exists on their part, such liability was caused by and/or exacerbated by the plaintiffs.
RESERVATION OF RIGHTS
Defendants reserve unto themselves all of those defenses set forth in O.C.G.A 9
11-12 and such other defenses, affirmative or otherwise, as may prove through discovery
to be applicable. Defendants also reserve the right to assert such claims, counterclaims,
third-party claims, or other claims as may prove through investigation or discovery to be
applicable, and hereby reserve unto themselves all rights associated with any such claim
or potential claim. Defendants further reserve the right to amend their Answer Defenses
and Counterclaims if investigation, discovery, and additional information warrant such
amendment, and to assert any applicable legal defenses during the pendency of this
action.
ANSWER
Section of Petition entitled "NATURE OF THE ACTION:"
1.
Defendants deny the allegations of Paragraph 1. Plaintiffs are acting as
individuals, and lack any and all authority or standing to pursue this action on behalf of
NCBM or any "NCBM Plaintiffs". Plaintiffs' actions have been expressly and repeatedly
disavowed by the NCBM Board of Directors. Defendants further deny the legitimate
existence of the "Special Task Force."
2.
Defendants deny the allegations of Paragraph 2.
3.
Defendants admit the allegations of Paragraph 3 only to the extent
Plaintiffs Johnson and Green have certain rights, as members to review certain limited
documents. Defendants deny the remaining allegations.
4.
Defendants deny the allegations of Paragraph 4. The STF is an
unauthorized, illegitimate organization under the By Laws of the NCBM.

5.
Section entitled "PARTIES:"

Defendants repeat and incorporate by reference, as if fully set forth herein, their
general and specific defenses and responses to the allegations contained in Paragraphs 1
through 5 as set forth above.
6.
Defendants deny the allegations of Paragraph 6. The NCBM is located at
160 Peachtree Street, Suite 400, Atlanta, Georgia 30303. Defendants further deny that
Plaintiffs represent NCBM, the Board, or any of NCBM's interests. Defendants deny all
other allegations contained in Paragraph 6.
7.
Defendants deny the allegations of Paragraph 7. Defendants specifically
deny the legitimate existence of the Special Task Force. Defendants further deny the
parties named are representative of a STF, if one legitimately exists. Putative members
of the STF Mayors Wallace and Blue have expressly disavowed the task force. Putative
member Mayor Ajoku is no longer a member of NCBM because she recently lost re
election. Defendants deny all other allegations contained in Paragraph 7.
8.
9.
Defendants admit the allegations of Paragraph 9.
10.
Defendants admit the allegations of Paragraph 10.
11.
Defendant Sue Winchester has been dismissed from this case.
Accordingly, no answer is required. To the extent an answer is required, Defendants

deny the allegations of Paragraph 11.
12.
Defendants admit Mayor Bowser's residency and position in East Orange,
New Jersey Defendants deny all other allegations in Paragraph 12.

13.
Defendants are without knowledge as to the allegations of Paragraph 13.
Section of the Petition entitled "JURISDICTION AND VENUE:"

14.
Defendants admit this court has jurisdiction over this matter. Defendants
deny the remaining allegations in Paragraph 14.

15.
Defendants admit this court has jurisdiction over this matter. Defendants
deny the remaining allegations in Paragraph 15.

16.
Defendants admit venue is proper over this matter. Defendants deny the
remaining allegations in Paragraph 16.

Section of the Petition entitled "FACTS - History of the NCBM:"
17.
Defendants admit the allegations contained in Paragraph 17.
18.
19.
20.
21.
22.
23.
24.
Defendants deny the allegations contained in Paragraph 24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
Defendants deny the allegations contained in Paragraph 34. No properly
convened NCBM Board meeting took place on May 31, 2013 and the Board has since
expressly disavowed the STF.
35.
36.
37.
Defendants deny the allegations contained in Paragraph 37. The Board
has expressly disavowed the STF, has at no time authorized Plaintiffs to pursue any legal
action, and has expressly ordered Plaintiffs to cease and desist all actions associated with
this Petition.
38.
39.
40.
41.
42.
43.
44.
45.
46.
47.
48.
49.
50.
51.
52.
53.
54.
55.
56.
57.
58.
59.
Defendants deny the allegations contained n Paragraph 59.
60.
61.
62.
63.
64.
65.
66.
67.
68.
69.
70.
71.
72.
73.
74.
75.
76.
77.
Section of the Petition entitled "COUNT I - MEMBER ACCESS TO NCBM

RECORDS:"
78.
79.
80.
81.
82.
83.
84.
85.
86.
Section of Petition entitled "COUNT II - ACCOUNTING - GEORGIA
COMMON LAW:"
87.
88.
89.
90.
91.
Section of Petition entitled "COUNT ID -DECLARATORY JUDGMENT:"
92.
93.
94.
95.
Defendants deny the allegations contained in Paragraph 95, including
without limitation subparagraphs "a" through "d" in their entirety.

96.
Section of Petition entitled "COUNT IV - BREACH OF FIDUCIARY
DUTY:"
97.
98.
99.
100.
101.
102.
103.
104.
10
Section of Petition entitled "PRAYER FOR RELIEF:"

Defendants allege Plaintiffs are acting as individuals, have no authorization from the
NCBM Board, have been expressly instructed by the NCBM Board to cease and desist all
legal actions against the Defendants, and are therefore without proper standing to receive
any relief. Defendants further allege that the NCBM is the only proper party from which
Plaintiffs may seek relief. Plaintiffs further allege that any of the relief sought is
improper and illegal under both state law and the NCBM Bylaws.
COUNTERCLAIMS
COME NOW Defendants National Conference of Black Mayors, Inc.,
("NCBM"), a Georgia Non-Profit Corporation; Vanessa Williams as Executive Director
of the NCBM; and Mayor Robert Bowser, Interim President of the NCBM (collectively,
"Counterclaimants,") by and through their undersigned counsel, and file these
Counterclaims against Plaintiff Mayors Kevin Johnson Patrick Green; as well as the sonamed "Special Task Force," respectfully showing the Court as follows:
PARTIES
1.
As stated in the Complaint, PlaintifFKevin Johnson (Defendant in
Counterclaim) is the Mayor of Sacramento, California. He is a member of the NCBM.

2.
Likewise, Plaintiff Patrick Green (Defendant in Counterclaim) is the
Mayor of Normandy, Missouri, and is also a member of NCBM.

3.
As will be discussed below, the "Special Task Force" ("STF") identified
by Defendants in Counterclaim was created without the authorization of the NCBM

Board of Directors, and is therefore an illegitimate entity, and has been wrongly named as
a Plaintiff.
11
4.
Counterclaimant National Conference of Black Mayors, Inc. ("NCBM")
is a Georgia Non-Profit corporation, with offices at 160 Trinity Avenue, Suite 400,
Atlanta, Georgia, 30303 2 According to the Bylaws, the power of the organization is
solely vested in the Board of Directors, which retains plenipotentiary status, including
without limitation, the right to create committees, oversee elections, handle all financial
and business issues, and engage in business developmental programming (such as
conferences).
5.
Counterclaimant Vanessa Williams serves as the Executive Director of the
NCBM. The Board has vested substantial powers with the Executive Director to handle
all day-to-day and management activities.
6.
Counterclaimant Robert Bowser is the Mayor of East Orange, New Jersey,
and is the Interim President of NCBM.

JURISDICTION AND VENUE
7.
Defendants in Counterclaim are subject to the jurisdiction and venue of
this court by virtue of bringing the Action as Plaintiffs.
Plaintiffs have maintained they represent the NCBM, but have not provided any
legitimate documentation supporting this contention. The Board of Directors of the
NCBM has determined that plaintiffs are acting without authority and expressly
disavowed plaintiffs actions in a June 20, 2013 letter and via resolutions adopted during a
July 12, 2013 Board meeting.
12
FACTS
NCBM
8.
NCBM is a membership-based organization comprising Mayors from the
United States and overseas. Pursuant to Section 4.1 of its Bylaws3, the NCBM's power
and authority is vested solely within its Board of Directors. The Board maintains
plenipotentiaiy status within the organization, and has the right to invest or divest power
from any individual or committee, at any time, for any reason.
9.
In terms of tradition as well as according to the Bylaws, the office of
President has largely been a non-executive ceremonial position. According to Section

5.4, the holder of the office is primarily responsible for running meetings, naming
committee chairs, and delivering speeches and interviews. In contrast, Section 5.14
creates the position of Executive Director, which is specifically endowed with wideranging and direct control over the day-to-day operations of the NCBM as well as
implementation of its long-term vision. The Bylaws are clear in stating that the Executive
Director - not the President - possesses the true executive power in the NCBM, and is
answerable only to the Board.
10.
NCBM has always been run through the Board. Executive Committee
officers have little autonomy and report directly to the Board, and any and all authority
granted is subject to the discretionary authority of the Board. The Board, pursuant
Section 5.15 of the Bylaws maintains the right to either remove or terminate the authority
3 Defendants
in Counterclaim submitted Bylaws dated 1990, which are outdated and not
in effect. Counterclaimants hereby attach and incorporate by reference a copy of the
current Bylaws, which have been in effect at all times relevant to this case. (Ex. A).
13
of any officer at any time, with cause. Further, OCGA 14-3-843(b), which supersedes the
Bylaws, allows the Board to remove an officer at any time, with or without cause.
11.
The primary source of revenue for NCBM are the conventions and
conferences held under its auspices. NCBM typically holds two major functions a year,
one in the U.S., and another overseas. These conferences have been highly successful in
providing revenue to NCBM and in enhancing the prestige of the organization.
Election
12.
On or about May 30, 2013, NCBM held an election of officers at its
annual meeting held in Atlanta, Georgia.

13.
Defendant in Counterclaim Johnson contends that as a result of the
election, that he was duly elected as President of NCBM.

14.
The election was not conducted in a manner required by the By-Laws of
NCBM. There were at least three material violations of the election rules, all of which
were known or should have been known by Mayor Johnson.
15.
The assumption of the Presidency by Defendant in Counterclaim Johnson
is therefore illegitimate. He lacks both the right and standing to hold himself out as the
President of NCBM.
16.
Conversely, in an effort to seize power from the Board of Directors (the
"Board") and unilaterally control NCBM, Defendant in Counterclaim Johnson has

wrongfully and illegitimately appropriated to himself the position and role of President,
in clear violation of the NCBM's Bylaws ("Bylaws").
Illegitimate Creation of "Special Task Force"
14
17.
On May 31, 2013, Defendant Johnson convened a "special business
meeting" of the general membership. This meeting was not a proper Board meeting
because it was called without proper notice pursuant to the Bylaws or properly
communicating to the Board as to the meeting.
18.
At this meeting, Defendant in Counterclaim Johnson attempted to create a
"Special Task Force" committee and to empower it with authority to engage in certain
investigative and forensic activities, including the hiring of the Ballard Spahr law firm.
19.
Contrary to the clear provision of the Bylaws that only the Board can
approve the creation of committees, Defendant in Counterclaim Johnson took this action
without Board approval and without even informing NCBM's General Counsel Sue
Winchester or Executive Director Counterclaimant Vanessa Williams, of its true purpose.
Mayor John Ford (who was not in good standing) and Mayor Gilbert Oliver (who is not a
Board member), made the motion to create the Special Task Force, which further renders
void the action taken to create the STF.
Mayor Johnson's Illegal Campaign
20.
Several days later, Defendant in Counterclaim Mayor Johnson informed
Mrs. Williams that Ballard Spahr, by and through the STF, would be conducting an audit
of NCBM, and that she was to cooperate fully with them. He also instructed Mrs.
Williams not to speak with any members of the Board, a directive that was in flagrant
violation of Section 5.14 of the Bylaws.
21.
Ballard Spahr's unauthorized efforts to seize documents culminated in a
demand letter dated June 14, 2013. Some of the demands were for the ordinarily available
books and records, which include meeting minutes, annual financial statements, and
15
membership rosters, and which the Plaintiffs have a right to and, as members of NCBM,
have long had access to.
22.
On June 20, 2013, the Board issued a letter to Defendant in Counterclaim
Mayor Johnson, instructing him to cease and desist all actions related to the Special Task
Force. Mayor Johnson openly disregarded this Board directive and instead embarked on
a public relations campaign to discredit both the Board and the Counterclaimants.
23.
In addition, Mayor Johnson, acting without authority, filed an action in
this court in the name of the NCBM against defendants Bowser and Williams. Despite
being instructed to cease and desist by the Board (which is the only entity that can
approve a lawsuit), Mayor Johnson has continued to pursue this action and continues to
misrepresent that he has NCBM authority.
24.
On July 12, 2013, the Board, in a duly special called meeting, pursuant to
Section 3.7 of the Bylaws, expressly decertified and disavowed the election (and thus
Mayor Johnson's claim to office) as well Defendant in Counterclaim Johnson's unilateral
creation of the purported Special Task Force ("STF"). (See Minutes of the Board
attached hereto as Exhibit "B" incorporated by reference herein).
25.
Since June 20, 2013, Defendant in Counterclaim Johnson has actively and
wrongly contacted regular NCBM members and Board members and requested that they
disregard the Board's instructions and support them instead.
Mayor Johnson's Interference with NCBM's Business
26.
Several years ago, NCBM began to transition their revenue streams from
grant-based sources to NCBM conferences that capitalized on the collective experience

of the organization and its members. Those conferences are held both domestically and
16
internationally, and represent a significant source of income for the organization. (See
Ex. C, Vanessa Williams Affidavit, at 4).
27.
The Global Summit of Mayors meeting, scheduled to take place in
Colombia in September, is this year's international conference. It is being conducted in

conjunction with the National Association of Mayors of Municipalities with AfroDescendent Populations (AMUNAFRO), which represents a substantial part of the
Colombian government's local and global outreach to mayors and community leaders of
African descent. (Affidavit at 6).
28.
Defendant in Counterclaim Johnson had actual or constructive knowledge
that 1) his claim to office was in dispute, 2) only parties expressly authorized by the
Board could engage in business dealings on behalf of the NCBM, 3) his "authority" had
been expressly disavowed by the Board, and he therefore had no right to speak to any
NCBM clients on behalf of the Board or NCBM in general. Despite that knowledge, and
in open defiance of the Board and its authority, Mayor Johnson has contacted clients and
business partners of NCBM, misrepresented that he speaks for the NCBM and requested
they terminate current and pending contracts with the organization and with the
Counterclaimant Vanessa Williams. (Affidavit at 10 and 14).
29.
Defendant in Counterclaim, Johnson has also made allegations of personal
and professional misconduct regarding NCBM and Counterclaimants to representatives

of AMUNAFRO and attacked both their character and their professional conduct.
(Affidavit at 14). He has openly misrepresented that Counterclaimant Williams has been
terminated from NCBM, and wrongly requested they cease and desist any business
dealings with her. (Affidavit at 14).
17
30.
This conduct, if permitted to continue, could seriously jeopardize
NCBM's standing and ability to conduct business. Defendants allege it is the goal of
Defendant in Counterclaim Johnson to intentionally and maliciously undermine NCBM's
ability to conduct business in order to seize power within the organization.
Count I - Defamation (against NCBM)
OCGA 51-1-4
31.
Counterclaimants restate and incorporate by reference, as if fully set forth
herein, each and every one of the allegations contained in Paragraphs 1 through 26 as set
forth above.
32.
Defendant in Counterclaim Johnson has consistently and knowingly made
false statements regarding NCBM.

33.
Defendant in Counterclaim Johnson, despite specific instructions from the
Board to cease and desist all activities related to NCBM, has communicated with third
parties, and wrongfully represented himself to be the voice of the organization.
34.
In his third party communications, Johnson has attacked the NCBM in
ways intended to cause injury by harming the organization's reputation and materially
affecting the NCBM's ability to conduct business.
Count II- Defamation (against Vanessa Williams)
OCGA 51-1-4
35.
forth above.
18
36.
Defendant in Counterclaim Johnson has consistently and knowingly made
false statements regarding Defendant Vanessa Williams.

37.
Johnson, despite specific instructions from the Board to cease and desist
all activities related to NCBM, has wrongfully communicated with third parties, and
represented himself to be the voice of the organization, and has stated defendant Williams
has engaged in unsubstantiated acts of mismanagement and misappropriation.
38.
In these third party communications, Mayor Johnson has attacked Mrs.
Williams in ways intended to cause injury by harming the organization's reputation and
materially damaged her ability to conduct business on behalf of NCBM as its Executive
Director.
Count m - Breach of Fiduciary Duty
OCGA 14-3-830
39.
forth above.
40.
OCGA 14-3-830 and 842 outline the standards of conduct for directors
and officers of not-for-profit corporations. The sections state as follows:

Unless a different standard is prescribed by law:
(1) An officer (or director) with discretionary authority shall discharge his
or her duties under that authority:
(A) In a manner he or she believes in good faith to be in the best
interests of the corporation; and
(B) With the care an ordinarily prudent person in a like position
would exercise under similar circumstances.
41.
Despite the fact Defendant in Counterclaim Johnson had actual or
constructive knowledge that 1) his claim to office was in dispute, 2) only parties
19
expressly authorized by the Board could engage in business dealings on behalf of the
NCBM, 3) his "authority" had been expressly disavowed by the Board, and he therefore
had no right to speak to any NCBM clients on behalf of the Board or NCBM in general.
Despite that knowledge, and in open defiance of the Board and its authority, Mayor
Johnson has contacted clients and business partners of NCBM, misrepresented that he
speaks for the NCBM and requested they terminate current and pending contracts with
the organization and with the Counterclaimant Vanessa Williams. (Affidavit at 10 and
14). In addition, despite actual knowledge that Ms. Williams was the current Executive
Director, Mayor Johnson wrongfully represented to clients and business partners of
NCBM that she had been terminated and was not authorized to represent NCBM.
42.
These actions threaten to undermine the long-standing business operations
and relationships of NCBM and could have a catastrophic effect on the organization's
ability to conduct current and future business, and under no reasonable interpretation
could be viewed as the actions of an "ordinarily prudent person."
WHEREFORE Defendants pray for the following:

(a)
That the Court immediately enjoin Mayor Johnson, Mayor Green or any of
their associates from contacting any of NCBM's clientele or business
associates;
(b)
That the Court render judgment against Mayor Johnson in an amount to be

determined by the court based on the evidence presented at the trial or
other hearing on this matter;
(c)
That the Court issue declaratoiy judgment against Defendants in

counterclaim that forbids them to engage in any efforts to represent or act
in any way on behalf of NCBM without express written authority from the
Board; and
(d)
That the Court grant all other relief as the Court deems fit and proper.
20
Respectfully submitted this 8th day of August 2013.

/s/ Robert Arlington
Robert L. Arlington
Telephone: (404) 549-6773
Facsimile: (404) 549-6771
/s/ Richard Summers (with express permission)
Richard W. Summers
3023 Maple Drive
Telephone: (404) 842-1404
Facsimile: (404) 842-1463
Attorneys for Defendants Vanessa Williams,
Mayor Robert Bowser, and the NCBM
21

STATE OF GEORGIA
and
Defendants' Answer and Defenses and
Counterclaims

Black Mayors, Inc.,
Plaintiffs
v.
Vanessa Williams,
Robert Bowser,
and
Defendants.
This is to certify that I have this day served a true and correct copy of
DEFENDANTS' ANSWER AND DEFENSES AND COUNTERCLAIMS upon all
parties of record by placing same in the United States mail, postage prepaid, and properly
addressed as follows:
Byung J. Pak, Esq.
Ballard Spahr LLP
Atlanta, GA 30309
Robert L. Arlington
22
RELOOO0003204.0007

STATE OF GEORGIA
Mayor Patrick Green,
and
Black Mayors, Inc.,
Motion for Interlocutory Injunction filed

by Defendants National Conference of
Black Mayors, Mayor Robert Browser
and Vanessa Williams
Plaintiffs
v.
Vanessa Williams,
Robert Bowser,
and
Defendants
and
DEFENDANTS' MOTION FOR INTERLOCUTORY INJUNCTION

NOW COME Defendants National Conference of Black Mayors, Inc., ("NCBM');
Mayor Robert Bowser as President of the NCBM; and Vanessa Williams, as Executive Director
of NCBM by and through their undersigned counsel of record and, pursuant to O.C.G.A. 9-11
65, hereby file Defendants' Motion for Interlocutory Injunction, respectfully showing the Court
as follows:
I. INTRODUCTION
Defendants NCBM, Williams and Bowser ask this Court to enter an immediate
restraining order enjoining Mayor Kevin Johnson from holding himself out to the public as the
president of the NCBM, interfering with NCBM clients, and disparaging the NCBM Board of
Director (the "Board") and Defendants. Despite having actual or constructive knowledge of 1)
the dispute pending within NCBM and before this court; 2) the directives to him from the Board
to cease and desist all activities related to his alleged claim to office; and 3) the fact that, even if
his claim is later found to be legitimate, he has no right to unilaterally engage in or interfere with
NCBM business dealings; Mayor Johnson has been actively and persistently holding himself out
as a representative of the NCBM and making statements that are injurious to the business
interests and reputation of the NCBM and the other defendants. Mayor Johnson has engaged in
defamatory conduct against Defendants and has actively interfered with NCBM business by
contacting its clients and business partners and asking them to postpone their business activities
with the organization. Mayor Johnson's conduct has caused serious irreparable harm to
Defendants and, if not enjoined, will continue to irreparably hinder NCBM's ability to conduct
business.
II. BACKGROUND
The facts of this case are fully set forth in previous pleadings before the Court, and
Defendants incorporate those facts herein by reference. NCBM is a membership-based
organization comprising Mayors from the United States and overseas. Pursuant to Section 4.1 of
its Bylaws, the NCBM's power and authority is vested solely within its Board of Directors. (Ex.
A) The Board maintains plenipotentiaiy status within the organization, and has the right to
invest or divest power from any individual or committee, at any time or for any reason.
By tradition and pursuant to the Bylaws, the office of President has largely been a non
executive ceremonial position. The holder of the office is primarily responsible for running
meetings, naming committee chairs, and delivering speeches and interviews. In contrast, Section
5.14 creates the position of Executive Director, which is specifically endowed with wide-ranging
and direct control over the day-to-day operations of the NCBM as well as the authority to
implement its long-term vision. The Bylaws make it clear that the Executive Director - and not
the President - possesses the true executive power in the NCBM, and that she is answerable only
to the Board.
In addition, the Bylaws specifically state that it is the Board that holds ultimate authority
in NCBM. It is clear that any authority granted to either the President or the Executive Director
is subject to Board review and approval, and Section 5.15 specifically empowers the Board to
remove and/or modify the authority of any officer.
One of the primary ways by which NCBM generates revenue is by conducting
conventions and conferences. NCBM typically holds two major functions a year, one in the
U.S.A, and another overseas. These conferences have been highly successful both in providing
income to NCBM as well as enhancing the prestige of the organization.
Election
On or about May 30, 2013, an officers' election was conducted atNCBM's annual
meeting in Atlanta, Georgia. Mayor Johnson contends that, as a result of the election, he was
duly elected as President of NCBM. However, the election was not conducted in accordance
with the Bylaws. There were at minimum three material violations of the election rules, all of
3
which were known or should have been known by Mayor Johnson. Mayor Johnson's
assumption of office is therefore illegitimate, and he lacks both the right and standing to hold
himself out as the President of NCBM. Additionally, in an effort to seize power from the Board
and unilaterally control NCBM, he has wrongfully and illegitimately appropriated to himself
powers that the Bylaws specifically vested in the Board.
Illicit Creation of "Special Task Force"
On May 31, 2013, Mayor Johnson convened a "special business meeting" of the general
membership. This non-Board meeting was called without proper notice pursuant to the Bylaws,
and without notifying the Board. At the meeting, Mayor Johnson purported to create a "Special
Task Force" committee, which he illegitimately empowered with authority to engage in certain
investigative and forensic activities, including the hiring of the Ballard Spahr law firm. This
action was taken without approval of the Board and in violation of the Bylaws which specifically
provide that the Board empower committees. It was also taken without informing NCBM's
General Counsel or Vanessa Williams, its Executive Director of its purpose. Furthermore,
Mayors John Ford (who was not in good standing) and Gilbert Oliver (who was not a Board
member) made a motion to create the Special Task Force. Accordingly, the decision to create a
Special Task Force was void ab initio.
Mayor Johnson's Injurious Representations
Even if the Court concludes the election was properly conducted(we maintain that it
was not), the Board retains virtually all power in the NCBM. On June 20, 2013, the Board wrote
Mayor Johnson a letter, directing him to cease and discontinue all actions of the Special Task
Force. Mayor Johnson disregarded this directive and, instead, embarked on a public relations
campaign to discredit both the Board and the defendants. Also, Mayor Johnson, acting without
4
authority from the Board, filed the pending lawsuit against defendants Bowser and Williams,
even though he had been instructed by the Board (which is the only entity that can approve a
lawsuit) to discontinue it.
On July 12, 2013, the Board, in a duly called special meeting of the Board, pursuant to
Section 3.7 of the Bylaws, expressly decertified and disavowed the election (and thus Mayor
Johnson's claim to office) as well Mayor Johnson's unilateral creation of the STF to conduct an
organization-wide audit. (See minutes of the Board attached hereto as Exhibit "B" incorporated
by reference herein). Since June 20, Mayor Johnson has actively contacted regular members and
Board members, asking that they disregard the Board's instructions and support him.
Mayor Johnson's Interference with NCBM's Business
Several years ago, NCBM began to transition their revenue streams from grant-based to
capitalizing on the collective experience of the members through a series of annual conferences.
Those conferences take place both domestically and internationally, and represent a significant
source of income for the organization. (Ex. C, Affidavit at 4).
The Global Summit of Mayors meeting, scheduled to take place in Colombia in
September, is this year's international conference. It is being conducted in conjunction with the
National Association of Mayors of Municipalities with Afro-Descendent Populations
(AMUNAFRO), which represents a substantial part of the Colombian government's local and
global outreach to mayors and community leaders of African descent. (Affidavit at 6).
Despite actual or constructive knowledge that 1) his claim to office was in dispute, 2)
only parties expressly authorized by the Board could engage in business dealings on behalf of the
NCBM, 3) his "authority" had been expressly disavowed by the Board, and he therefore had no
right to speak to any NCBM clients on behalf of the Board or NCBM in general, Mayor Johnson
5
has nonetheless contacted clients and business partners of NCBM, misrepresented that he speaks
for the NCBM and requested they terminate current and pending contracts with the organization.
(Affidavit at 10 and 14). He made allegations of personal and professional misconduct regarding
NCBM and defendants and attacked both their character and their professional conduct.
(Affidavit at 14). He has openly misrepresented that Mrs. Williams has been terminated from
NCBM, and requested they cease and desist any business dealings with her. (Affidavit at 14).
This conduct, has damaged and if permitted to continue, will continue to seriously
jeopardize NCBM's standing and ability to conduct businesswhich, Defendants respectfully
submit, may be Mayor Johnson's ultimate objective, as it would allow him to seize power from
the Board.
HI. PRESENT PROCEDURAL STATUS
Between August 8th and 9th, Defendants will present a total of four filings (including this
Response) to the Court. Defendants have no interest in inundating the Court with documents, but
each is related to a specific aspect of this case, as explained below.
Response to Second Motion - The purpose of the Response is to underscore that, regardless
of any contested election, appointments, or actions, the Board has the ultimate right to govern the
NCBM as it sees fit. This right, which has long been memorialized in Georgia statute and
NCBM's Bylaws, is inviolable and not subject to be dismissed due to an internal disagreement
between the Board and a corporate officer. This Response is made pursuant to the Court's Order.
Motionfor Joinder - This Motion states NCBM is an indispensable party in this case.
Contrary to the position taken by Mayor Johnson and his ill-created "Special Task Force," the
NCBM and its Board of Directors oppose the actions taken by Mayor Johnson, and have
specifically requested to be joined to this action as co-Defendants.
6
Motionfor Interlocutory Injunction - As mentioned in the Statement of Facts, above, Mayor
Johnson has embarked on a campaign of spreading untruths about the status of NCBM and Mrs.
Williams. This includes contacting NCBM business partners and informing them Mrs. Williams
had been terminated, long-planned conferences had been canceled, and they were to only deal
with Mayor Johnson. All of these actions were intentional and designed to irreparably harm the
NCBM's ability to conduct business and damage Mrs. Williams' reputation. This Motion seeks
to enjoin the Plaintiffs from continuing with those efforts.
Answer and Counterclaims - This document is responsive to Plaintiffs' Verified Complaint.
In addition, it includes claims of defamation and breach of fiduciary duty stemming from
Plaintiffs' efforts to attack the reputation and ability to conduct business of the Defendants.
IV. ARGUMENT AND CITATION OF AUTHORITIES
A. The Legal Standard for Granting an Interlocutory Injunction
When deciding whether to issue an interlocutory injunction, a trial court should consider
whether:
(1) there is a substantial threat that the moving party will suffer irreparable injury
if the injunction is not granted;
(2) the threatened injury to the moving party outweighs the threatened harm that
the injunction may do to the party being enjoined;
(3) there is a substantial likelihood that the moving party will prevail on the merits
of her claims at trial; and
(4) granting the interlocutory injunction will not disserve the public interest.
Grossi Consulting v. Sterling Currency. 290 Ga. 386, 388 (2012).
Equity, by writ of injunction, may restrain proceedings in another or the same court, a
threatened or existing tort, or any other act of a private individual or corporation which is illegal
7
or contrary to equity and good conscience and for which no adequate remedy is provided at law."
O.C.G.A. 9-5-1. "The grant or denial or an interlocutory injunction based on issues of fact
rests in the sound discretion of the trial court." Focus Entm't. Int'l. v Partridge Greene. 253 Ga.
App. 121, 123, 558 S.E.2d 440. 442 (2001): see also Cotton States Mut. Ins. Co. v. Stephen
Brown Ins. Agency. Inc.. 290 Ga. App. 660, 662, 660 S.E.2d 445, 447 (2008) (The trial court has
broad discretion to decide whether to grant or deny a request for an interlocutory injunction and
the appellate courts will not disturb the trial court's exercise of its discretion unless a manifest
abuse of discretion is shown).
"The purpose for granting interlocutory injunctions is to preserve the status quo, as well
as balance the conveniences of the parties, pending a final adjudication of the case." Benton v.
Patel. 257 Ga. 669, 672, 362 S.E.2d 217, 220 (1987): see also Focus. 253 Ga. App. at 123, 558
S.E.2d at 443 (A motion for interlocutory injunction or a temporary restraining order (TRO) are
extraordinary motions, which are time sensitive, unlike other motions, because they seek to
preserve the status quo until a full hearing can be held to avoid irreparable harm.)"
A court may issue an interlocutory injunction "if, 'by balancing the relative equities of the
parties, it would appear that the equities favor the party seeking the injunction.'" Parker v. Clary
Lakes Rec. Ass'n.. 272 Ga. 44,45, 526 S.E.2d 838, 839 (2000); Focus. 253 Ga. App. at 128, 558
S.E.2d at 44. A party seeking injunctive relief is not required to show a substantial likelihood of
success on the merits. Zant v. Dick. 249 Ga. 799, 800, 294 S.E.2d 508, 509 (1982) ("Given the
settled nature of the law on this subject, it is rather surprising that the appellant would argue that
a substantial likelihood of success on the merits must be shown in order to entitle an applicant to
interlocutory injunctive relief in the courts of Georgia.")
B. Balancing the Equities Weighs in Favor of Granting Defendants Injunctive Relief.
8
1.
There is a substantial threat that NCBM will suffer irreparable injury if the
injunction is not granted.
If Mayor Johnson is not immediately enjoined from continuing to hold himself out to the
public as the president of NCBM, interfering with NCBM clients, and disparaging the NCBM
Board and Defendants, the Defendants will suffer irreparable harm in the form of damages to
their reputation and missed business opportunities that cannot later be recovered.
Since the disputed election, Mayor Johnson has contacted numerous third parties who
have business relationships with NCBM and has asked them to suspend or cancel their business
activities with the NCBM. He has reached out to the various points of contact for future
conferences and conventions and misrepresented to them that he is in charge of NCBM. He told
them that the Executive Director had been terminated, and her actions were being investigated
(by NCBM) for misconduct and mismanagement (which is not correct) and asked that they not
interact with all other NCBM parties except, of course, himself. (Affidavit at 14).
Because holding conferences is one of the primary ways in which the NCBM, a non
profit business, generates revenue, Mayor Johnson's bad-faith conduct of making material
misrepresentations of the status of the organization and informing business contacts that events
have been cancelled, would be nothing short of catastrophic for the NCBM, if he were allowed to
continue.
2. The threatened injury to Defendants outweighs the threatened harm that the
injunction may do Mayor Johnson.
By contrast to the substantial harm to Defendants, the potential harm to Mayor Johnson,
if the injunction is granted, is minimal, if any at all. In the first instance, Mayor Johnson's
purported election was clearly in violation of the NCBM's Bylaws and was later disavowed by
the Board. Accordingly, Mayor Johnson has no authority to continue to hold himself out as the
President of the NCBM.
Even if the Court were to give him the benefit of the doubt and assume just for the sake
of argument that his election was proper, Mayor Johnson still would not have the authority to
disregard Board directives and bypass the express powers vested in the Executive Director under
the Bylaws to run the business activities of the NCBM. He most definitely would have no
authority without Board approval to make representations to NCBM's business partners that are
detrimental to NCBM's interests. In short, in determining any potential harm to Mayor Johnson
arising from granting the injunction, the Court should give due weight to the fact that Mayor
Johnson's conduct is fundamentally based in bad faith (in that he continues to defy the Board's
instructions), violates the Bylaws, evinces a blatant disregard for the Board, and is materially
injurious to the business interests of the NCBM. In other words, because Mayor Johnson lacks
authority to do what he is doing, enjoining his unauthorized conduct would not harm him.
3.
Defendants are likely to prevail on the merits of their claims at trial.
The merits of this case are straightforward. The Bylaws are clear as to how elections are
to be conducted and the respective authorities of the President, the Executive Director and the
Board. (See Exhibit "C") As explained above, even if Mayor Johnson's election was proper
and Defendants maintain that it was not, he still would have lacked the authority to disregard
Board directives and disparage the NCBM and its Board to their business partners. In light of
the foregoing, enjoining his nefarious conduct will help preserve the status quo until the final
determination of the case on the merits.
10
4.
Granting the interlocutory injunction will not disserve the public interest.
The Granting of an interlocutory injunction in this case will not disserve any cognizable
public interest. On the contrary, it will validate an important public interest in having
organizations run as they are intended as prescribed in their organizing documents. It is even
more important to vindicate this interest when the person flouting the organizational documents
is himself a public servant. Here Mayor Johnson's purported election was problematic to say the
least. Yet he blatantly disregards Board directives and engages in conduct that is inimical to the
interests and survival of the very organization he claims to preside over. Clearly, Mayor
Jonhson's power play to usurp power from the Board should be temporarily suspended until the
Court has had an opportunity to look into the merits of this case.
WHEREFORE Defendants pray for the following:
(a)
That the Court immediately enjoin Mayor Johnson, Mayor Green or any of their
associates from contacting any ofNCBM's clientele or business associates;
(b)
That the Court issue an injunction holding the NCBM's officer and business
structure remain the same as prior to the contested elections until the resolution of
this case;
(c)
That the Court enjoin Mayor Johnson from representing himself as the President
ofNCBM;
(d)
That the Court enjoin Mayor Green from representing himself as the Treasurer of
NCBM; and
(e)
That the Court grant all other relief as the Court deems fit and proper.
11
Respectfully submitted this 7th day of August, 2013.

/s/ Robert Arrington
Robert L. Arrington
Telephone: (404) 549-6773
Facsimile: (404) 549-6771
/s/ Richard Summers

Richard W. Summers
3023 Maple Drive
Telephone: (404) 842-1404
Facsimile: (404) 842-1463
Attorneys for Defendants Vanessa Williams, Mayor
Robert Bowser, and the NCBM
12

STATE OF GEORGIA
National Conference of Black Mayors, Inc.,;
Vanessa Williams, Executive Director; and
Mayor Robert Bowser, Interim President
Plaintiffs
Motion for Temporary Restraining Order
v.
Kevin Johnson;and
Patrick Green
Defendants
This is to certify that I have this day served a true and correct copy of DEFENDANTS'
MOTION FOR INTERLOCUTORY INJUNCTION upon all parties of record by placing
same in the United States mail, postage prepaid, and properly addressed as follows:
Byung J. Pak, Esq.
Ballard Spahr LLP
Atlanta, GA 30309
/s/ Robert L. Arrington

13
REL0000003226.0001
ajc.com
m
Posted: 6.55 p.m. Wednesday, Aug. 28, 2013

purchases
$600,000 of the group's money on personal items at stores such as Tiffany and Saks.
This has killed the momentum of this organization. This is all I have been doing," Williams said. "I
Louis Vuitton, as well as Toys 'R* Us and StubHub, a ticket broker.
August, 2012, someone made 13 cash withdrawals totaling $3,600 at Harrah's Casino in New
Orleans.
active member.
of St. Gabriel, La.
of East Point.
"I am in full support of Mayor Johnson's effort to restore the credibility and respectability of this
excellence."
REL0000GQ3235.0003
09/12/2013
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PAGE
Board of Directors of the

National Conference of Black Mayors
Board Meeting- Via Teleconference
September 6,201312:30 p.m. ET
Meeting Minutes
Opening
The meeting was called to order at 2:45 p;m. ET

President Johnson opened the meeting with a welcome, thanked mayors for participating, and reviewed
the purpose of the meeting.
!
Roll call was recorded via the teleconference system. The required quorum of board members was present
(14 required for quorum, 15 in attendance), with three additional active members on the line (See roll call
below).
.
President Johnson reviewed the timeline 6f events and audit results. On May 30, President Johnson and a
slate of officers were unanimously elected during the Annual Business Meeting. On May 31, the board
unanimously approved the appointment of the Special Task Force, and retention of Ballard Spahr and
other professionals, to conduct a full forensic audit of NCBM. On June 4, the Special Task Force
requested financial records in order to move forward with the audit and that request was denied, resulting
in litigation to compel production. The judge first ruled that Vanessa Williams and Robert Bowser had
not acted in good faith by withholding the documents and ordered them to produce all requested
documents and to pay for our legal fees. ,
Litigation/Audit Update
i
President Johnson provided an update on the audit and litigation underway. President Johnson explained
that foe court issued three orders last week related to:
1) Preserving NCBM financial and business records: Williams and Bowser were ordered not to
destroy or alter any NCBM documents
2) Discovery and court date (set for December 13): Both parties were granted 60 days to gather
evidence with testimony to be submitted to the court for a final ruling to be given in December
3) Attorney's fees: The judge ruled thai while award of attorneys' fees was warranted, it could not
be granted because no fees had been incurred because Ballard is providing pro bonoservices.
01/04
J./: Mb
NORMANDY CITY
3143BS1054
PAGE
Hie court did not issue a ruling on the contempt motion. President Johnson noted that Vanessa Williams
emailed the board, inaccurately spinning ihe court orders as a "win" for her side.
President Johnson further explained that Ms. Williams refused to resign despite receivinga letter signed
by 21 board members asking her to do so. Given these circumstances, President Johnson said, the Special
Task Force (convened on Wednesday, September 4th), and the majority of those members (who were
present on the teleconference), recommended the following actions:
Terminating Vanessa Williams* employment, and
Giving Ballard Spahr authority to initiate a civil lawsuit- at the appropriate time - against Ms.
Williams to reclaim the money she appears to have misappropriated (~$600K)
Additionally, President Johnson noted that Ms; Williams' testimony in court demonstrated that she had
not complied with Judge Brasher's July 15th order to produce NCBM documents. Her failure to comply
with the judge's order could result in jail time or civil penalties when the judge issues his ruling. The
judge appointed Glass-Rattier as the court's official auditor to gather more NCBM records and
documents. Glass-Ratner bad been providing pro bono services to NCBM to conduct a Ml forensic
audit
President Johnson also explained that the court ordered that the hearing for all governance matters
(including validating the election) will be on December 13th at 9:30 am EST.
Settlement Negotiations Update
President Johnson continued by explaining that Ballard Spahr, our legal representation, has repeatedly
reached out to die attorneys for Vanessa Williams and Mayor Bowser to push toward a settlement, but
that they have made it clear that KM. Williams and Mayor Bowser are not interested in settling. President
Johnson explained that this left no choice but to consider taking alternate action today, President Johnson
also detailed how he had heard from many members of the Board of Directors calling for Ms. Williams'
resignation and for our legal team to pursue a civil action against her. President Johnson explained that
he believes we have offered generous compromises and that we are still open to settlement should Mrs.
Williams change her mind.
Roll Call
.
President Johnson verbally confirmed the roll call. He explained that based on records submitted to the
court by Mrs. Williams, and our own confirmation of dues' payments, our attorneys have determined that
there are 27 board members in good standing; 14 of these mayors constitute a quorum. See list of voting
and other mayors listed below in the attachment.
'
Today's Actions
President Johnson asked the teleconference participants to consider the two actions recommended by the
Strategic Task Force (bulleted above). He explained that Mrs. Williams might not recognize the board's
actions because she disputes the validity of the election. He further explained that representatives of
Ballard Spahr were on the line to provide any legal opinions, if necessary.
Discussion
President Johnson opened the floor for questions and comments. A small number of points were raised
during discussion, prior to voting:
* Mayor William V. Bell wanted clarification as to who was on the other side of the legal
proceedings. President Johnson explained that it was Vanessa Williams and Mayor Robert
Bowser.
03/04
Uy/12/2013
l/:0b
3143Bbl0b4
NORMANDY CITY
PAGE
Mayor Otis Wallace asserted feat he was a paid, voting board member of NCBM, He also asked
about Ms. Williams recognizing the validity of the board meeting given the dispute over the
elections. President Johnson and a representative from Ballard (Valarie Allen) expressed strongly
that we believe we will prevail at the final hearing in December and answered that the matter will
be settled by the judge in December and that if the judge did not rule in our favor these actions
would be void,
.
Mayor Mark Mallory also asserted that he was a paid,"voting board member of NCBM.
Mayor Johnny Ford called for the question and commented that it is time to end NCBM's
relationship with Vanessa Williams and move the organization forward,
Call for Action

President Johnson read the resolutions to be voted on.
Upon a motion by Mayor Johnny Ford, which was seconded by Mayor Patrick Green, the Board of
Directors approved the following resolution:
"The Board of Directors of NCBM approves and directs that Ms. Williams shall be
terminated as Executive Director of the NCBM effective immediately. The Board of
Directors further authorizes and directs Mayor Kevin Johnson, as President of the
NCBM, to effectuate such termination. The Board of Directors further authorizes and
directs the Special Task Force to take any actions that the Special Task Force shall deem
appropriate to prevent Ms. Williams from holding herself out in any way as affiliated
with or representing NCBM or any affiliated organization of NCBM, including without
limitation engaging Ballard Spahr LLP to initiate legal action, in its own name and in the
name of NCBM."
.
.
Yea: 12
Nay: 2
Did not vote: 1
Motion passed
The vote on the second resolution could not be counted as two mayors left the call and a quorum was no
longer present The resolution and vote were as follows:
"The Board of Directors authorizes the Special Task Force to engage Ballard Spahr LLP
to bring such civil claims against Vanessa Williams as the Special Task Force shall deem
necessary, subject to the final report issued by the court-appointed forensic auditor,
Glass-Ratner, to recover damages from Ms. Williams."
Yea:'11
Nay: 2
Did not vote: 2
'
Motion passed, but cannot be counted given a quorum was no longer present
Next Steps
President Johnson concluded by explaining that next steps are to establish a temporary mailing address
and new phone number for NCBM, as the organization currently has no office, identify candidates for
interim executive director, and disseminate a press release detailing today's actions. President Johnson
further explained that his staff will provide further details for the next board meeting in Birmingham, AL
on Friday, September 13 from 4:00-5:30pm local time.
04/04
09/12/2013
17:06
3143851054
NORMANDY CITY
PAGE
The meeting adjourned at 3:20 p.m. ET
Board of Directors of the

National Conference of Black Mayors
'
Board Meeting - Via Teleconference

September 6,2013 [ 2:30 pjctu ET
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Attendance and Vote Results
Count
'
Name
Present
W.V. BELL
Y
S.BENJAMIN ' Y
E. BROWN
Y
J.FORD
Y
P.GREEN
Y
H. HAMPTON
Y.
Y
K. JOHNSON
W. JOHNSON
Y'
D. JONES
Y
O.WALLACE
Yi
J.WHITE
Y:
Y
F, WILSON
M. WOLFE
Y
T. WRIGHT
Y
Y:
F. YATES
1st Resolution
Y
Y
Y
Y
Y
Y
Y
Y
Y
N
Y
N
DID NOT VOTE
Y
Y
2nd Resolution
Y
Y
Y
Y
Y
Y
Y
Y
DID NOT VOTE
N
Y
N
DID NOT VOTE
Y
Y
Mayor Mark Mallory voted,"yea" on both resolutions. His votes were documented, but not
counted because he does not appear on the NCBM board of directors list last provided by Mrs.
"Williams,
Mayors Kenneth Smith and Jamie Mayo were present on the call Mayor Robert Bowser's
assistant joined the call as well.
Submitted by Mayor Patrick Green

Acting Secretary
02/04

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REL0000003140.

Black mayors' group in turmoil over mystery

Posted: 6:55 p.m. Wednesday, Aug. 28, 2013

Black mayors' group in turmoil over mystery

IN THE SUPERIOR COURT OF FULTON COUNTY

Civil Action No. 2013-CV-232781

Swormtj*and subscribed before me

Amended April 25,2003

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

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

Organizational Membership - Any duly incorporated organization is eligible for

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

of $50.00 per year.

Organizational Membership Fee - The Organizational Membership Fee shall

be a flat fee of $200.00 per year.

National Conference of Black Mayors, Inc. - Bylaws

of $200.00 per year.

Factors Affecting Membership

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

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

National Conference of Black Mayors, Inc. - Bylaws

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

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

National Conference of Black Mayors, Inc. - Bylaws

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

Number and Composition

Elections to the Board of Directors of the Corporation by the Active Members

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

and be designated as such.

Vacancies - Vacancies on the Board of Directors may be filled by theActive Members

National Conference of Black Mayors, Inc. - Bylaws

National Conference of Black Mayors, Inc. - Bylaws

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

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

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

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

National Conference of Black Mayors, Inc. - Bylaws

Policy and Intergovernmental Affairs

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

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

Nomination and Election

ACommittee on Nominations which shall consist of five Active Members of

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. - Bylaws

Only nominations made as hereinbefore provided in this Article shall be in

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

National Conference of Black Mayors, Inc. - Bylaws

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

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

National Conference of Black Mayors, Inc. - Bylaws

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

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

Implementation and execution of all policies established by the Board of

National Conference of Black Mayors, Inc. - Bylaws

Development of a plan for the organizational functions and commensurate

Submission of an annual budget for the approval of the Board of Directors.

Selection, employment, control, and discharge of employees, and primary

Maintenance of the physical properties owned by the Corporation in a good

Presentation to the Board of Directors or to its authorized Committee, of

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

Performance of other duties as may be necessary or appropriate, as

National Conference of Black Mayors, Inc. - Bylaws