The parties in a lawsuit against Lee Christian School which alleges that its board of directors is illegally constituted will be in Lee County Superior Court on August 1 after the plaintiffs’ attorney filed a motion for a restraining order alleging, among other things, that the board’s chairman visited three of the school’s six founding directors and invited them to a special meeting at which they would be asked to vote to re-seat the current board and approve amended articles of incorporation and revised bylaws.
The lawsuit, filed in April, had asked the court to order a meeting of the private Christian school’s membership – which the plaintiffs say consists of any tuition-paying parent – in order to elect a new board of directors.
The lawsuit charges that the board had apparently been appointing its own members for some number of years in violation of the school’s articles of incorporation on file with the North Carolina Secretary of State. The plaintiffs expressed concern over some of the board’s financial decisions, including the construction of a new daycare center in the face of declining enrollment.
Lee Christian’s attorney, Greensboro-based C. Scott Meyers, responded to the suit in early July that – despite multiple references to the organization being a “member-based nonprofit” in its founding documents – the organization had “no members” and the plaintiffs’ claims were therefore “meritless.”
But the revelation that board Chairman Bruce MacInnes had apparently approached three of the school’s original founders – Daniel Godfrey, William McNeill, and William Hall – asking them to attend a meeting on Aug. 7 where they would vote to re-seat the current board “as directors of Lee Christian School” appears to undercut the school’s original claim that its board is “composed appropriately and legally.”
And despite MacInnes’ claim to the Rant in May that the current board had updated its bylaws in 2017, the notice of special meeting attached to the plaintiffs’ motion for a restraining order also indicates that this newly seated board would then be asked to approve new articles of incorporation and bylaws that make several changes including a line that reads “This Corporation WILL NOT have members,” and appointing Head of School Andrew Ricabal as the corporation’s registered agent.
Further, attached to the motion for a restraining order are affidavits from Godfrey and McNeill, both of whom now say they “are not in a position to make an informed decision about these matters.”
“My active involvement with Lee Christian School ended not long after Lee Christian School was formed,” read both affidavits. “When Lee Christian School was formed, it was my understanding that the members were to elect the directors after the original six directors had been named. It was my understanding that the parents of the children of the school were to be the members of the school and that they would be able to vote on the directors.”
“Bruce MacInnes recently came to my home and asked me to sign a piece of paper which I understood was to notice a meeting of the members of Lee Christian School,” the affidavits continue. “Mr. MacInnes explained to me that there was a lawsuit against Lee Christian School that might result in the stoppage of the construction of the daycare. Mr. MacInnes also told me that the meeting would only take about 15 minutes, that I should vote yes on the issues and that the lawsuit against Lee Christian School would thereafter be thrown out. When I signed the Notice of Special Meeting, I did not understand, and do not understand as of today what the purpose of the Amended Articles of Incorporation is and why Lee Christian School needs revised bylaws. I am not in a position to make an informed decision on these matters.”
An affidavit from Vicki Gentry, another of the school’s founding members, is also attached to the motion on file at the Lee County Clerk of Court’s Office.
Gentry, who said in the affidavit that she “became less active” with the school following her daughter’s graduation, but “stayed in touch with the many friends that I made” at the school, describes a situation in which changes began following the retirement of former headmaster and current Lee County Board of Education member Dr. Stephen Coble in 2015.
“People began to notice changes in Lee Christian School and a group led by Bruce MacInnes and (board member) Duran Johnson began to exert authority over the school. They were not elected by members or anyone else of authority to put them in positions of leadership, but by force of personality, or economic resources they came to dominate the school,” Gentry’s affidavit reads. “I have now learned of a special meeting noticed for August 7, 2019. No one gave me any input on the notice of the special meeting, I learned about it by notice served on my counsel. I certainly plan to attend any meeting that does go forward and will vote against the matters that I see on the agenda. I cannot imagine any scenario by which it would be in the best interest of Lee Christian School … to select a board of directors and adopt corporate governance documents by a board that by and large knows next to nothing about the current situation of the school.”
The requested restraining order would “preclude the Defendant from conducting a special meeting,” according to the motion.
“The Defendant is attempting to misguidedly correct 25 years of mismanagement by holding a special meeting of four of the original directors, one of whom is a Plaintiff in this action,” the motion reads. “As an equitable matter it is simply inappropriate for the such major decisions to be made by a board of four when one of the members is a plaintiff in this action, and two others are, by their own admission and through no fault of their own, totally uninformed about the operations of this nonprofit corporation.”
