letter to alabama a&m research institute board member tom bell

8/6/2019 Letter to Alabama A&M Research Institute board member Tom Bell

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UNIVERSITY

Office of the President

P. O. Box 1357

Normal, Alabama 35762

(256) 372-5230 Office

(256) 372-5244 Fax

June 10,2011

PERSONAL & CONFIDENTIAL

VIA E-MAIL, HAND-DELIVERY

& CERTIFIED MAIL, RETURN RECEIPT REQUESTED

Rev. D. Thomason Bell, Jr.

The AAMU Research Institute

4900 Meridian Street

Carnegie HallNormal, AL 35762


2116 Southwood Road

Birmingham, AL 35216

RE: FORMAL NOTIFICATION OF RESCISSION ANDWITHDRAWAL OF PENDING

VOTE OF THE BOARD OF DIRECTORS OF THE AAMU RESEARCH

INSTITUTE.

Dear Mr. Bell:

We are writing to formally notify you of our dissent from the incomplete action of the

Board of Directors (the "Board") of the AAMU Research Institute (the "Research Institute"),

which was initially attempted on July 23,2010. As you will recall, an informal meeting of the

Board was called by you and Dr. Shefton Riggins, another former member of the Board on the

afternoon of Friday, July 23, 2010. No written notification of this meeting was transmitted, as

required by the sections 2 and 3 of the By-Laws of the Research Institute (the "By-Laws"). As

of this date, we have not executed or signed any documentation waiving the notice requirements

set forth in the Research Institute's By-Laws or mandated under Alabama law. By virtue of this

correspondence, we hereby formally object to the meeting itself and any attempted action

proposed during the course of the action.

Moreover, in addition to the failure to provide the requisite meeting notice, we did not

receive the mandated prior notice of any amended organizational documents - a requirement

which was unknown to us at the time of the meeting. Indeed, the failure to provide the mandated

notices for the meeting itself as well as any proposed alterations to the organizational documents

of the Research Institute prevented us from exercising our rights and obligations as members of

the Research Institute's Board during the course of the July 23, 2010, meeting. In sum, these




June 10,2011

events appear to have been orchestrated to induce our cooperation and participation during the

course of this meeting.

During the course of the July 23,2010, meeting, we received documentation which wasrepresented to us as constituting proposed Articles of Amendment to the Articles of

Incorporation and the Amendments to the Bylaws (collectively, the "Amendments"). Again, we

did not receive copies of any version of any proposed Amendments prior to this meeting as

required Article X of the By-Laws. As such, we did not have the opportunity to fully review the

proposed Amendments, which we understood were drafted and prepared by the Research

Institute's counsel, Annary Cheatham. Ms. Cheatham was present during the course of the July

23,2010, meeting and, in fact, made certain statements regarding the contents of Amendments.

Based upon the statements made during the course of the meeting, it was our collective

understanding that the proposed Amendments altered the composition of the Board to include the

following individuals:

1. The President of Alabama A&M University (the

"University");

2. The Vice President for Research and Development of the

University;

3. The President Pro Tempore of the Board of Trustees (the

"President Pro Tern") of the University, or the immediate

past President Pro Tern;

4. The Chairperson of the Research and DevelopmentCommittee of the University Board of Trustees (the

"Chairperson"), or the immediate past Chairperson; and

5. One At-Large Member.

We further understood, based upon statements made during the course of this meeting, that the

designation of the At-Large Member and representatives from the Board of Trustees would be

identified through a vote of the Research Institute Board. At the time that we voted to approve

the purported Amendments, we were also informed that these proposed alterations in the

structure of the Board arose from a requirement that some level of diversity (i.e. the inclusion of

non-University affiliated Board members) was required on the Board itself.Ithas now become

apparent that this was not, in fact, the intent or purpose of the Amendments. 1

There were multiple statements of purported fact made during the course of this meeting which have since

proven to be false. For example, Dr. Riggins pleaded with us to vote in favor of the Amendments, expressly

warning us that "billions of dollars of contracts" were in jeopardy if these Amendments were not adopted. We now

know that these references to "billions of dollars of contracts" were fundamentally false and only designed to create

a false impression of reality. Moreover, we are now aware that the Amendments were the result a directive from Dr.




June 10,2011

Since the July 23,2010, meeting, the University and its Board of Trustees have requested

certain documentation from the Research Institute. Though a significant number of documents

requested from the Research Institute have yet to be produced, the documentation provided by

the Research Institute to date has included documents allegedly approved and/or discussedduring the course of July 23,2010, meeting. The documents recently provided by the Research

Institute are notably inconsistent with our understanding of the Amendments presented during

the course of the July 23,2010 meeting. In fact, it has recently come to our attention that there

were multiple differing versions of the Amendments distributed to the individuals present during

the July 23,2010, meeting for approval. At least one ofthese versions provided that the "Board"

would determine who would serve on the Board between the current or immediate past President

Pro Tem and between the current or immediate past Chairperson. Itis unclear from the available

facts which members of the Board received this version, but it is exceedingly clear that we were

not aware of the removal of language pertaining to the actual selection of the Board members

under the proposed revised structure. Therefore, since the members of the Board were not voting

to approve the same version of the Amendments and were not therefore voting on the sameaction, the vote was never effective.

We have also confirmed that the Research Institute failed to file Amendment to the

Articles of Incorporation to give effect to the change in the composition of the Board, which was

discussed during the July 23, 2010, meeting. Since the original Articles of Incorporation of the

Research Institute (the "Articles") specify the exact composition of the Board, we understand

from legal counsel to the University that an amendment to those Articles is legally required to

validly effect a change to the composition of the Board. According to our legal advisors, an

amendment to the Articles is not effective unless it was filed. Therefore, it is clear that the

Amendments allegedly approved at the July 23,2010 meeting never became effective.

Additionally, it has come to our attention that Dr. Tommy Coleman, the Interim Director

of the Research Institute and a member of the Board at the time of the July 23,2010, meeting,

never received the notice required under the By-Laws to lawfully convene a meeting of the

Board. As indicated above, no member of the Board received the notice required in Article X of

the Bylaws (requiring two weeks' prior written notice to amend the By-Laws at a meeting of the

Board). Counsel for the University has advised us that (a) the lack of the mandated notice to Dr.

Coleman prior to the July 23, 2010 meeting, (b) his absence during the meeting, and (c) the

absence of any written waiver signed by Dr. Coleman waiving the notice requirements and his

right to attend, renders the actions taken at the July 23,2010 meeting ineffective.

Finally, following the July 23,2010, meeting, the Board again held improperly convened

meetings on September 25,2010, and on October 23, 2010. The Board proceeded to take several

Herb Gray, who was not ever a member of the Research Institute's Board. In sum, it is frankly inconceivable that an

individual wholly disassociated with the corporate governance of the Research Institute would direct individuals to

create legal documents altering the governing structure of the Research Institute's Board. We were materially

misinformed to induce us to act and to manipulate the outcome of this meeting. Further, material information

related to the proposed action was withheld from us. In short, such actions caused us to participate in the July 23,

2010, meeting and the attempted actions proposed.



Rev. D. Thomason Bell, Jf.

June 10,2011

questionable actions at these meetings, including the appointment of Mr. Leroy Richie to the

Board, the appointment of Mr. Kevin Matthews, the Chief Compliance Officer of the Research

Institute, to the Board, the purported removal of Dr. Wims' voting rights as a member of the

Board, and the expansion of the Board to ten (10) voting members. Since the Amendment to theArticles clearly never became effective through filing under Alabama law following the July 23,

2010 meeting, these subsequent actions were not validly approved by the legally-assembled

Board in accordance with Alabama law and are therefore invalid. Moreover, putting aside the

questions related to the differing versions of the Amendments and the failure of the Research

Institute to file the Amendment to the Articles, the appointment of Mr. Ritchie was ineffective

because he was not approved by a majority of the voting members of the Board at that time. In

sum, given these facts, the actions taken by the Research Institute's Board since July 23, 2010,

have been ineffective as a matter oflaw.

Please be advised that we hereby provide this formal written notification that we, as

voting members of the Board of Directors of the AAMU Research Institute, do not consent to theadoption or enactment of any versions of the Articles of Amendment to the Articles and the

Amendments to the Bylaws, which were presented during the July 23, 2010, meeting or

thereafter. We hereby formally withdraw any authority of any kind granted to any representative

of the AAMU Research Institute to file, submit, record or otherwise attempt to legally enact the

Articles of Amendment to the Articles and the Amendments to the Bylaws presented during the

July 23,2010, meeting.

Furthermore, as you are well aware by now, these actions by the Research Institute are

jeopardizing the University's accreditation with SACS. Given your role as a member of the

University's Board of Trustees, we hope you understand the need for immediate action in this

regard to avoid any further harm to the University'S standing with SACS.

In light of the foregoing, we hereby demand that the individuals currently attempting to

act as Directors of the AAMU Research Institute (who are not otherwise designated as Board

members under the pre-July 23,2010, Articles and By-Laws) hereby cease and desist any and all

such activities and remit all necessary and appropriate corporate records and books to our

possession immediately. In the event that we do not receive confirmation of receipt of any and

all such documentation and assurances that the individuals currently purporting to act as the

Board of the Research Institute will cease such activity prior to 10:00 a.m. on Friday, June 17,

2011, we will be forced to report such refusal to the University's Board of Trustees' Executive

Committee for their resolution.

letter to alabama a&m research institute board member tom bell

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