Posted on 03/22/2007 10:26:04 PM PDT by Anti-Bubba182
Agreed. Unless there is some Delaware law that gives "advisor" legal standing and/or anyone designated as a signature to funds. Doubt that.
Not good. But again, the Corporate and By-law documents should be the determining factor. It's starting to look like Gilchrist "screwed the pooch", and a CPA at that.
I plead ignorance of the peculiarities of Delaware law, but I'd be surprised if that was the case.
"I've been the chair of [3] corporations - I know how it works."
I am Secretary of a Calif. 501 c.3. not-for-profit public benefit corporation. Small $ involved, but our Treasurer is a CPA, we file tax returns on time, and keep a minute book.
The minute book reflects changes in corporate directors, officers, spending authorizations, etc. Our banks require said documents, when setting up accounts, as does our landlord when we sign leases.
I can only conclude Gilchrist is not competent to run an organization like this. As a CPA he would know better. He was obviously a good recruiter, fundraiser, publicity seeker, etc.
I assume somebody helped them with legal issues involved with the conduct of their activities in the field, which seem to have been very disciplined. Maybe that was the extent of legal involvement.
Had I been that lawyer (I am not a lawyer) before going to the field, I would insure the legal formation matters were tight as could be.
"..SANTA ANA – Three board members of the Minuteman Project anti-illegal immigration group cannot spend donations until a lawsuit over the organization's leadership is resolved, a judge ruled Thursday.
Orange County Superior Court Judge Randell Wilkinson also barred the board members from using Minuteman Project letterhead and envelopes bearing the signature of founder Jim Gilchrist. However, the judge rejected Gilchrist's request to be named sole owner of the organization pending trial, said James V. Lacy, an attorney for the board members.
Gilchrist sued the group's board of directors last month for control after he was fired and accused of embezzling $400,000 in donations. He has denied the allegations.
Wilkinson also ordered all parties back to court April 25 for a hearing to determine whether the Minuteman Project's finances will be put in the care of a court-appointed trustee pending trial.
Both sides saw victory in the judge's tersely written, one-page ruling.
“The bottom line is, Gilchrist and his attorneys can't spin a loss into a victory,” Lacy said. “This is a near-complete victory for my clients.”
The judge rejected Gilchrist's request to bar the three from saying they were board members, Lacy said.
Gilchrist said he was eager to return to work fighting illegal immigration.
“For four weeks now, we've essentially been fighting this legal battle and we've had only 20 percent of our time to devote to our mission,” he said. “Now we'll be able to get back to 80 percent.” .."
BTTT
Gilchrist isn't an outsider, Gilchrist is the founder of The Minuteman Project Inc., which MMP operates under, which is not to be confused with The Minuteman Civil Defense Corps, which Chris Simcox founded.
Reject a request barring others to claim they are BOD members? This is just weird. Either the Incoporation charter and the By-laws should state the facts or not, unless they were poorly written. In that case, the originator of the docs is either not paying attention or has little understanding of the process. Either way, it questions Gilchrist's competency regarding his own administrative control over a corporate entity. Hmmm.
If he had documents he would have presented them. He may never have done any paperwork on naming a Board, but from the way the Judge is proceeding, Gilcrist's prior public statement that Stewart was a board member may have the legal effect of making him one.
Which raises the question as to why a California guy would go to the bother of setting up a Delaware corporation for something like this. There are times when a Delaware corp is appropriate, but I don't see any reason to use one here. I'm sure you all have found Calif corp laws adequate for your needs.
The details are very hazy now, but I believe information once came out years ago, showing that a couple of Jim's old "board members" or "advisors" (?) suggested the best way to run FR was by dumping Jim, taking over the site and letting them run things.
This situation with Gilchrist sounds similar, in the sense that people who were ONLY meant to be advisors, believe they're entitled to financial information, oversight, input, and management of the entire organization--and they have used the legal system to gain control by allegedly lying and misrepresenting their positions and duties in the organization.
It will be interesting to see how the courts resolve it, if ever.
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