PO Box 32413, Kansas City, MO 64171 www.kcdiversity.org
August 7, 2020
Dear Kansas City Diversity Coalition Members,
The past month has been a flash point for KCDC. Our last meeting and the events that have transpired since are challenging us to become a stronger organization. Bearing this in mind, and in the interest of transparency, we want to update you as to the current state of KCDC, and at the same time inform you about how our organization works, what our legal duties are, what we’re doing, and how we’re responding to your concerns.
We are preparing for our Annual Meeting which is to be held this month pursuant to Art. VI § F of KCDC’s by-laws. For your ease of reference, the by-laws are provided with this letter. KCDC remains committed to its members and to its mission of facilitating leadership and coalition building for the empowerment of the LGBTQIA Community.
Annual Meeting; Director Elections
The Annual Meeting is scheduled to be held on Thursday, August 27th at 5:00 pm. Our plan is to host our meeting virtually in the interest of everyone’s safety. Instructions on how to participate in the Annual Meeting will be provided on our website www.kcdiversity.org during the week of the meeting. If a member desires to have certain items included on our agenda, please email email@example.com by August 22nd with your name and agenda items so that we can make sure your items are addressed.
Prior to the Annual Meeting, members in good standing who are interested in serving on the Board of Directors will have the opportunity to self-nominate themselves thru our website from August 16 – 21st at 5:00 p.m. Voting will then occur via our website from August 24 – August 26th at 5:00 p.m. The results of the election will be announced during the Annual Meeting.
Open positions include:
- Secretary (3-year term) – September 1, 2020 – August 31, 2023
Secretary shall be responsible for recording minutes of all meetings, counting votes, and maintaining files of minutes, give required notices, be custodian of corporate records, maintain required records, and shall perform all other duties usual to the office and duties that may be delegated by the President or the Board.
- Director – 3 positions open (2-year term) – September 1, 2020 – August 31, 2022
A member at large.
The Board of Directors continuing in office are as follows:
- Donnyel Gregory (President) 9/1/2018 to 8/31/2021
- Jesse Polt (Vice President) 1/1/2020 to 8/31/2022
- Stuart Woody (Treasurer) 1/1/2020 to 8/31/2022
You may be confused seeing this information. At the July meeting, based on a mistakenly-filed Annual Registration Report submitted to the Secretary of State (provided with this letter as Supplement A), several members attempted to conduct the business of the Board of Directors and called different items to the vote of the KCDC’s general membership. To begin with, you should know that Mr. Wes Warner resigned from the Board of KCDC in November 2019; Mr. Bradley Cain resigned from the Board of KCDC in October 2019; and Ms. Starzette Palmer’s Board term ended in August 2019. Missouri law in no way provides that the listing of an individual on an Annual Registration Report vests that individual with the title of Officer or Director or restores resigned Directors to their former positions. The Annual Registration Report is merely a declaratory filing to the Secretary of State that lists the people the organization has chosen to be its Officers and Directors.
When documents filed with the Secretary of State contain incorrect statements, the Missouri Nonprofit Corporation Act provides that a nonprofit may file a corrective document with the Secretary of State to rectify the error (Mo. Rev. Stat. § 355.031). KCDC took this action shortly after it learned of the mistaken filing. Anderson and Associates, the firm that assists the organization pro bono (at no charge whatsoever), filed the corrective document for us, which was prepared on June 30, 2020, less than 30 days after the erroneous submission. The Secretary of State confirmed to us on Friday, July 31, 2020, that this document does not yet appear on the Secretary of State’s website because of a backlog due to the coronavirus pandemic. However, when the Secretary of State’s office catches up with publishing the corporate documents it receives from all business and corporations across the state, the amendment to the Registration Report will be published for all to see. As such, all appropriate filings have been made to correctly reflect KCDC’s leadership as of the date of the amended filing and we are now compliant with state law.
Consequently, any business whose transaction was attempted at the July meeting by individuals other than the currently serving Board, is a legal nullity. Anyone attempting to transact business in the name of KCDC who is not a currently serving Officer or Director has no authority to do so. KCDC publicly disclaims any responsibility for debts or other legal liabilities that are undertaken by anyone other than the currently serving board members.
KCDC’s by-laws and Missouri law provide that members elect Directors and the Directors themselves conduct the affairs of the organization. The duties of each Officer (President, Vice President, Secretary, and Treasurer) are explained in Art. V, § E of the by-laws. Section E provides that the President oversees the day to day affairs of KCDC and has all the authority usual to this office; the Vice President has all the same authority of the President but acts when the President is absent, dead, incapacitated or when he refuses to act. The way KCDC’s by-laws were structured years ago does not provide for direct member vote on the business affairs of KCDC. This includes decisions like hiring auditors, hiring legal counsel, contracting with vendors, deciding what events to put on, where to bank, what contracts to sign and whether they are in the best interest of the corporation, etc. Rather, members elect the Directors they want to have in office and the Directors make these decisions on behalf of the organization. Members who want a more active role the management and affairs of the organization should utilize the democratic process established by Missouri law and by KCDC’s by-laws and run for office and be elected.
Calls for Transparency, Records Access
KCDC is committed to honoring its statutory duty to allow member access to official records under Mo. Rev. Stat. § 355.826. In this spirit, we have now published our financial reporting and meeting minutes to our website. One member requested more in-depth access and our Treasurer allowed him to review our books and records so that he could inspect them to his satisfaction. We are currently in the process of commissioning a professional financial review of our financials to be carried out following generally accepted accounting principles and plan to publish the same upon completion. Some in our community have suspected that our previous failure to publish our financial reports was done in the interest of hiding Director compensation or insider advantages. We are confident that the financial review will clearly show this not to be the case.
One pending financial difficulty that we’re currently facing is something that we believe to be quite serious and something our membership has a right to know. KCDC’s PayPal account was hacked by an unknown actor shortly after the July 8th meeting and control of the funds within the PayPal account (over $5000) has been wrested away from KCDC. In exercise of our fiduciary duties to protect our organization’s resources, we are reporting this incursion to the PayPal fraud department and the FBI’s Financial Crimes Unit. Because PayPal is federally classified as a money transmitter, it is subject to the United States Patriot Act controls. For this and other reasons, this is within the purview of Federal authorities including the FBI and the Department of Justice and we intend to fully cooperate in their investigation. If anyone has any information which we could use to supplement our report to the FBI, please contact our Treasurer, Stuart Woody at firstname.lastname@example.org.
Kansas City PrideFest; EventPros
Owing to member concerns, KCDC’s current board has decided to no longer sponsor and host the Kansas City PrideFest event. We feel that we will be able to successfully negotiate cancellation of our contract with EventPros so that KCDC will not have to pay the year three fee to EventPros – this will save KCDC the year three contract fee and avoid ongoing tensions amongst membership about the role of EventPros and the managing of the PrideFest event. The PrideFest event, if it is to continue, may be administered by another organization. With respect to the cancelled 2020 event, we are currently working to contact our financial sponsors and booth participants and arrange for their refund if requested. We are also working for the refund of our deposits and are making headway in both of these areas.
KCDC is made stronger by an active, engaged membership that runs for office, knows its by-laws, submits items for consideration on meeting agendas, and participates in voting to elect the Directors who those members feel will best serve the corporation. We hope that by actively publishing our minutes and financial reports to our website, conducting a financial review and publishing the results of it, decoupling our organization from KC PrideFest and negotiating a favorable contract release with EventPros, we have shown you that we are listening, responding, and that we’re actively working to make your engagement in KCDC easier and more meaningful. We want KCDC to be effective in its mission of building coalition and empowering our community. Working together with our members, we can make this mission a success.