Wednesday, September 03, 2008
Community Leader Accused of Practicing Law Without a License
Leo Wilson at Center of Hillcrest Business Association Controversy
story and photos by LEO E. LAURENCE
Copyright © 2008 by Leo E. Laurence • All rights reserved
Photos, top to bottom: Scott Crowder and Nancy Moors.
Popular community activist Leo Wilson is being accused of practicing law without a license, involving a heated controversy over the balloting on by-laws revisions for the Hillcrest Business Association (HBA).
Wilson has long been a major part of community life in the Hillcrest and Park West/Banker’s Hill communities. Many believe him to be an attorney.
The controversy involves the balloting on proposed changes to the by-laws of the HBA, an organiza-tion with an annual budget of nearly a third of a million dollars, according to its financial records.
The HBA has long operated with a board of directors of 15 members, as required by its by-laws. Written in 1983, those by-laws state that they may be amended only by a majority vote of its full membership.
Back in 1990, the board voted to increase its size to 20. After it was pointed out to them that only the members could increase the size of the board, the board nonetheless took three more votes on its own in 2007 to authorize the increase from 15 to 20 board members. Those last three votes occurred when the HBA was under investigation by the district attorney’s office for alleged state Brown Act violations.
John Stump, then the HBA’s attorney, convinced them that their action was appropriate.
“That’s when I decided we were going to shop for a new corporate counsel, which we (now) have,” said long-time HBA board member Scott Crowder (Mondo Condo Corp.).
The current controversy involving balloting is that the HBA has 1250 members, according to Simon. However, they rarely get more than two or three people to attend board meetings, other than board members.
The board then asked popular community activist Leo Wilson to advise them.
They decided to conduct the balloting by mail because the organization didn’t expect to get the required 626 members to an annual membership meeting. They also hired people to take the ballots around to HBA members in person.
However, the HBA may again be violating the state’s Brown Act. The California Attorney Gen-eral’s office says, “This office has long disapproved secret ballots in open meetings and the casting of mail ballots (emphasis added).”
Who Can Vote?
Additionally, just who is a member for purposes of voting?
“It’s a big organization,” says Crowder. “When you have a vote, you have to set a ‘record date’ to determine who is eligible to vote as of a certain date. That date is critical to the vote (under the state’s Corporation’s Code).
“They (the HBA board) didn’t establish a record date,” Crowder explained.
When Crowder tried to raise these important issues of law at the HBA’s August 19 board meeting, vice president Nancy Moors, who was chairing the meeting, cut him off. Crowder challenged the chair’s ruling.
Moors didn’t know Robert’s Rules of Parliamentary Procedure and asked for a second on the challenge, even though none is required. The challenge failed, and Crowder’s questions on his nu-merous legal challenges involving the disputed balloting were silenced.
“This is all petty junior high school stuff,” Crowder said during an interview. “All this would have been caught if we had the advice of legitimate legal counsel.”
Even Wilson seemed confused about the ‘record date’ issue at the August 19 board meeting.
“First he (Wilson) said it was June 30,” Crowder reported. “Then he said it was May 1. Finally, he said June 30.”
“They (the board and Wilson) are using an official list (of members) from the city that is dated two weeks after the ballots were mailed. They mailed out ballots before they knew who was eligible to vote,” Crowder argued.
“They crossed off people who have gone out of business, but were in business as of the ‘record date’ (and are therefore eligible to vote). They are also giving ballots to businesses that have joined after the ‘record date.’
“The ‘record date’ (required by state law) means nothing to them,” Crowder added. “They are just trying to get as many ballots as then can.
“They are going to count them at a board meeting (in September), not a membership meeting. That is invalid because they are again violating their own by-laws,” Crowder explained.
The one-page ballot lists three basic changes to the HBA’s by-laws.
One changes the number of directors “shall be not less than 15 or more than 21. The Board of Directors shall fix the exact number of Directors, within these limits.”
A second item on the ballot involves the quorum at annual meetings, changing it from a majority of the membership to “three percent … present or in person or by written or electronic proxy.”
A third change says the HBA’s by-laws may be “amended or repealed” upon a 2/3 vote of the Board of Directors, with subsequent approval by three percent of the membership.” It doesn’t say when that approval must be provided.
“Also, the state’s Corporations Code says (a member) should be able to vote aye or nay on each item (on a ballot), separately. These three (ballot) items are not inter-related or interdependent. This is absolutely against (state law),” Crowder said.
The ballot says “members who have not submitted a mail ballot by (September 9) may vote in per-son at the meeting,” which is only a board meeting.
“This is not true,” Crowder says. “It is not a membership meeting,” as required by the by-laws. “How can a member vote at a board meeting? (The September 9 board meeting) is not a regular or spe-cial, noticed, membership meeting.
“I was told (by board member Robert Grinchuk, a member of the By-laws Committee who de-posed Crowder as chair) that I should direct my legal objections to Leo Wilson, which I cannot do, by law,” Crowder added.
“Board members need to review fiduciary responsibility and reliance on professionals,” Crowder wrote in a recent e-mail.
If the HBA’s balloting proceeds as planned, any member could file a lawsuit challenging the results.
Leo Wilson is caught in the middle of these growing controversies involving the HBA’s challenged balloting.
“I understand these people (the HBA directors) don’t like each other, but I’ve known everybody. But I got caught in the bad politics of that board and it angers me,” Wilson said.
Many people have long believed that Wilson is a practicing attorney.
HBA executive director “Warren (Simon) argued with me (recently) and said, ‘He is an attorney. I said he is not’,” Crowder reported.
“He (Wilson) is taking money (for legal advice). I’ve seen it on the monthly ledgers, so I know he’s getting paid something. $400 (so far) this year,” Crowder explained.
It is also reported that Wilson received payments for consulting fees from the Maintenance Assess-ment District in Hillcrest.
Wilson explained that he is not practicing law because he has AIDS and is a long-time survivor.
Records of the State Bar of California, however, reveal a “resignation with charges pending” on December 25, 1992.
Wilson had also been “ordered inactive” on May 5, 1992.
“My intentions are directed at the (HBA) board, not Leo Wilson,” said Crowder. “I like him. They (HBA board) continue to do stupid stuff, like holding committee meetings without notifying the public or even other board members.
“There are (HBA) committees with delegated authority of the board, so they are subject to Brown Act requirements. They have to publish an agenda and their minutes. Some do neither.
“You don’t even know who the committee members are. The standard is, anybody who shows up at a committee meeting is a voting member of that committee. There’s no accountability,” Crowder charged.
“Why is it that the members don’t rise up in indignation and throw these rascals out and properly change their by-laws?”
If all these HBA problems were not enough, it has been learned that the organization’s treasurer, Cecilia Moreno, owner of the Crest Café, now has single-signature authority to spend HBA money. The organization had $329,646.72 of tax money in the bank as of June 30, according to its records.
Normally, checks of an organization of this size require two signatures to be valid.
Banking regulations have changed in the past few years with the advent of Internet banking. That gave Moreno single-signature rights to the HBA’s internet accounts.
A representative of California Bank & Trust, where some HBA money is located, said “there is no verification done beyond providing the pertinent account numbers” when using single-signature authority transactions.
As a result, assistant executive director Harrison reportedly refused to follow the instructions of two HBA board members to set up internet banking, though it was done anyway.
For comment, contact Leo Laurence at (619) 757-4909 or at firstname.lastname@example.org. Additional material by Leo E. Laurence is available online at http://blogbythelion.blogspot.com/